Shine Media Acquisition Corp. Level 29, Central Plaza
Exhibit
10.31
Shine
Media Acquisition Corp.
Xxxxx
00, Xxxxxxx Xxxxx
000
Xxx Xxx Xxxxx Xx
Shanghai,
200020, China
As
of
November 7, 2008
Xxxxxxxx
Curhan Ford & Co.
As
Representatives of the several Underwriters
000
Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxxxxxxx, XX 00000
Ladies
and Gentlemen:
Reference
is hereby made to the Underwriting Agreement, dated as of December 27, 2006
(the
“Underwriting Agreement”), to which Shine Media Acquisition Corp. (“Company”)
and Xxxxxxxx Curhan Ford & Co., as representative of the several
Underwriters (“Xxxxxxxx”), are parties. Capitalized terms used herein, but not
defined herein, shall have the meaning ascribed to such terms in the
Underwriting Agreement.
Notwithstanding
anything in Section 1 of the Underwriting Agreement to the contrary, Xxxxxxxx
hereby acknowledges and agrees that the deferred compensation to be paid by
the
Company upon consummation of the Company’s initial Business Combination shall be
modified to equal a lump sum of $672,750 (65% of the $1,035,000 held in trust
for deferred Underwriters Compensation) instead of any amount that would be
due
under the terms of the Underwriting Agreement.
In
addition as part of this concession Xxxxxxxx agrees to exchange its portion
of
the Underwriter’s Purchase Options (UPO’s), which originally provided the right
to an aggregate of 360,000 Units (as defined in the UPO), for its pro rata
portion of UPOs to acquire an aggregate of 234,000 Units of the Company – a 35%
reduction in number of original UPOs held. Additionally, Xxxxxxxx will use
reasonable commercial efforts in working with the Company to obtain an agreement
for a similar reduction in the UPO’s held by the other holders thereof in
substantially the form as attached hereto.
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Very
truly yours,
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Shine
Media Acquisition Corp.
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By:
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/S/
Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
Chief Executive Officer
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ACKNOWLEDGED
AND AGREED:
Xxxxxxxx
Curhan Ford & Co.,
acting
severally on behalf of itself and the several
Underwriters
named on Schedule 1 to the Underwriting Agreement
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By:
/S/ Xxxxxxxx Xxxxxxxx
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Name:
D. Xxxxxxxx Xxxxxxxx
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Title:
CEO
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Shine
Media Acquisition Corp.
Rockefeller
Center
1230
Avenue of the Xxxxxxxx, 0xx Xxxxx
Xxx
Xxxx,
X.X. 00000
As
of
November 7, 2008
[ADDRESS
OF UPO HOLDER TO BE FILLED IN]
Ladies
and Gentlemen:
Reference
is hereby made to those certain Underwriter’s Purchase Options (“UPO”), issued
pursuant to that certain Underwriting Agreement, dated as of December 27, 2006
(the “Underwriting Agreement”), to which Shine Media Acquisition Corp.
(“Company”) and Xxxxxxxx Curhan Ford & Co., as representative of the several
Underwriters (“Xxxxxxxx”), are parties.
In
connection with the modification to the amount of the deferred payment due
to
Xxxxxxxx and Merriman’s agreement to modify the terms of its UPO, the
undersigned agrees to exchange its portion of the original UPOs to acquire
up to
360,000 Units for its pro rata portion of UPOs to acquire up to 234,00 Units
of
the Company – a 35% reduction in number of the original UPOs held by the
undersigned.
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Very
truly yours,
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Shine
Media Acquisition Corp.
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By:
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Name:
Xxxxx X. Xxxx
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Title:
Chief Executive Officer
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ACKNOWLEDGED
AND AGREED:
[NAME
OF
ENTITY OR PERSON TO BE FILLED IN]
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By:
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Name:
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