October 8, 2008 Shine Media Acquisition Corp. Rockefeller Center New York, New York 10020 Attn: David Y. Chen Continental Stock Transfer Trust & Company New York, New York 10004 Attn: Frank Di Paolo Dear Sirs:
Exhibit
10.30
October
8, 2008
Shine
Media Acquisition Corp.
Rockefeller
Center
1230
Avenue of the Xxxxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx X. Xxxx
Continental
Stock Transfer Trust & Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx Di Paolo
Dear
Sirs:
Reference
is hereby made to that Stock Purchase Agreement, dated May 8, 2008, as amended,
to which Shine Media Acquisition Corp. (“Company”) is a party (the “Stock
Purchase Agreement”) and under which it will acquire China Greenscape Limited
(“Greenscape”). Pursuant to the closing conditions of the Stock Purchase
Agreement by which the undersigned will benefit, the undersigned irrevocably
contributes 603, 750 shares of common stock (the “Shares”) of the Company to the
capital of the Company, which are held of record by the undersigned, the
contribution to be effective only upon the consummation of the acquisition
of
Greenscape.
The
undersigned hereby irrevocably authorizes Continental Stock Transfer & Trust
Company, in its capacity as escrow agent (“Escrow Agent”) under that Stock
Escrow Agreement to which the Company, the Escrow Agent and the undersigned
are
parties, to take any and all actions, including the cancellation of any stock
certificates representing the Shares held of record by the undersigned that
are
in the possession of the Escrow Agent, and has delivered that attached executed
stock power to the Escrow Agent, in order to effect the above referenced
contribution of the Shares.
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Sincerely,
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**
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Initial
Shareholders
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cc:
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Xx.
Xxxxxx X. Xxxxxx
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Xxxxxxxx
Curhan Ford & Co.
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Xxxxx
X. Xxxxxxx, Esq.
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Xxxxxxx
XxXxxxxxx LLP
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**
See
attached schedule
STOCK
POWER
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers Ten Thousand
Five
Hundred Eighty-Eight (10,588) shares of common stock of Shine Media Acquisition
Corp., a Delaware corporation (“Shine Media”), unto Shine Media and does hereby
irrevocably constitute and appoint CONTINENTAL STOCK TRANSFER & TRUST
COMPANY as its attorney with full power and authority to act to transfer said
shares on the books of said corporation with full power of substitution in
the
premises.
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Dated:
October 8, 2008
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**
See
attached schedule
Waiver
of Dividend Agreement
Shine
Media Acquisition Corp.
Green
China Resources, Inc.
29
Level,
Central Plaza
000
Xxxx
Xxxx Xxxx
Xxxxxxxx
000000, Xxxxx
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Dated
as of November 7, 2008
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Dear
Sirs:
The
undersigned, a shareholder of Shine Media Acquisition Corp., a Delaware
corporation (“Shine”), understands and agrees to the following:
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1.
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Green
China Resources, Inc., a British Virgin Islands company (“Resources”) is a
wholly owned subsidiary of Shine;
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2.
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Either
Shine or Resources is contemplating the declaration and payment of
a cash
dividend which will be paid after the closing of the contemplated
acquisition of China Greenscape Ltd., a British Virgin Islands company
(“Greenscape”), all as set out in the public filings of Shine and
Resources, filed with the Securities and Exchange Commission, of
which
filings the undersigned is fully aware and the contents of which
the
undersigned is conversant, to which the undersigned may be entitled
if
declared and paid, absent this
waiver;
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3.
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The
undersigned hereby waives all its and its successors in interest
right
title and interest in and to the declaration and payment of any cash
dividends by Shine or Resources, as contemplated to be declared and
paid,
as set forth in this agreement and in the public filings of Shine
and
Resources.
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The
undersigned is entering into this agreement because it is a shareholder of
Shine
and a potential shareholder of Resources as an inducement to Shine and Resources
to continue to seek the acquisition of Greenscape and to consummate that
acquisition. The undersigned understands that each of the other shareholders
of
Shine immediately before the consummation of the initial public offering of
Shine are entering into the same agreement as set forth herein.
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Signature
of Shareholder:
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| ** | ||
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Name Printed:
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** | |
**
See
attached schedule
Schedule
to Share Return and Dividend Waiver
Each
of
the persons below has signed and delivered to Shine Media Acquisition Corp.
the
agreements to which this Schedule is attached.
AFG
TRUST
ASSETS LTD.
XXXX
XXXXXXXX
XXXXXXX
X. XXXXX
XXXXXX
XXXXX
XXXXX
X.
XXXX
XXX
XXXX
XXXXXX
XXXXXXXXX
XXXXXX
B
HERSOV
XXXXXXX
XXX
XXXX
XXXXX
XXXX
X.
XXX
XXXXX
XXXXXXX CHINA MEDIA INVESTMENT CO. INC.
XXXX
XXXXX
