REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among Shine Media Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between SHINE MEDIA ACQUISITION CORP. and THINKEQUITY PARTNERS LLC Dated: , 2005Underwriting Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks • New York
The undersigned, Shine Media Acquisition Corp, a Delaware corporation (“Company”), hereby confirms its agreement with ThinkEquity Partners LLC (being referred to herein variously as “you,” “ThinkEquity” or the “Representative”) and with the other underwriters named on Schedule I hereto for which ThinkEquity is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of , 2005, by and between Shine Media Acquisition Corp. a Delaware corporation with offices at Rockefeller Center, 1230 Avenue of the Americas (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2005 by and between Shine Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Shine Media Acquisition Corporation Rockefeller Center New York, NY 10020 Attn: Richard L. Chen ThinkEquity Partners, LLC San Francisco, CA 94111 Attn:Underwriting Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Shine Media Acquisition Corp., a Delaware corporation (the “Company”), and ThinkEquity Partners LLC, as Representative (the “Representative”) of the several underwriters named on Schedule I thereto (the “Underwriters”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units, each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock. Capitalized terms used herein are defined in paragraph 11 hereof.
Shine Media Acquisition Corporation Rockefeller Center New York, NY 10020 Attn: Richard L. Chen ThinkEquity Partners, LLC San Francisco, CA 94111 Attn:Underwriting Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Shine Media Acquisition Corp., a Delaware corporation (the “Company”), and ThinkEquity Partners LLC, as Representative (the “Representative”) of the several underwriters named on Schedule I thereto (the “Underwriters”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units, each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock. Capitalized terms used herein are defined in paragraph 11 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 (“Agreement”) by and among Shine Media Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
SHINE MEDIA ACQUISITION CORP.Service Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks
INVESTOR Maximum Warrant Purchase David Y. Chen 150,000 Richard L. Chen 150,000 AFG Trust Assets Ltd. 300,000Warrant Purchase Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks
Shine Media Acquisition Corporation Rockefeller Center New York, NY 10020 Attn: Richard L. ChenUnderwriting Agreement • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Shine Media Acquisition Corp., a Delaware corporation (the “Company”), and ThinkEquity Partners LLC, as Representative (the “Representative”) of the several underwriters named on Schedule I thereto (the “Underwriters”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units, each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock. Capitalized terms used herein are defined in paragraph 11 hereof.
SHINE MEDIA ACQUISITION CORP.Consent Letter • September 20th, 2005 • Shine Media Acquisition Corp. • Blank checks
