REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2006 • Shine Media Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of __________, 2006, 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”).
WARRANT AGREEMENTWarrant Agreement • August 28th, 2006 • Shine Media Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of _________, 2006, 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”).
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:
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 CORP. 6,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2006 • Shine Media Acquisition Corp. • Blank checks • New York
The undersigned, Shine Media Acquisition Corp, a Delaware corporation (“Company”), hereby confirms its agreement with Merriman Curhan Ford & Co. (being referred to herein variously as “you,” “Merriman Curhan” or the “Representative”) and with the other underwriters named on Schedule I hereto for which you are acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2008 • Shine Media Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 22nd day of August, 2008, by and among Green China Resources, Inc., a company organized under the laws of the British Virgin Islands (the “Company”), and each party listed on Schedule A hereto (each, a “Holder”, and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 4th, 2006 • Shine Media Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2006 by and between Shine Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Shine Media Acquisition Corp. • Blank checks
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of ______________, 200_ between _____________________, residing at ____________________________ (“Executive”), and _______________. a British Virgin Islands corporation having its principal office at _____________________ (the “Company”).
Shine Media Acquisition Corporation Rockefeller Center New York, NY 10020 Attn: Richard L. Chen ThinkEquity Partners, LLC San Francisco, CA 94111 Attn:Shine Media Acquisition Corp. • September 20th, 2005 • 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.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 27th, 2006 • Shine Media Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2006 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:Shine Media Acquisition Corp. • September 20th, 2005 • 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”).
PLACEMENT UNIT AGREEMENTPlacement Unit Agreement • June 27th, 2006 • Shine Media Acquisition Corp. • Blank checks • New York
PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this day of , 2006 among Shine Media Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Purchasers”).
SHINE MEDIA ACQUISITION CORP.Shine Media Acquisition Corp. • October 4th, 2006 • Blank checks
SHINE MEDIA ACQUISITION CORP.Shine Media Acquisition Corp. • September 20th, 2005 • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 27th, 2006 • Shine Media Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2006 (“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”).
OPTION AGREEMENT May 3, 2006Option Agreement • June 27th, 2006 • Shine Media Acquisition Corp. • Blank checks
LOCK-UP AGREEMENT WITH ORDINARY SHAREHOLDERS [II]Lock-Up Agreement • May 12th, 2008 • Shine Media Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT (the "Agreement"), is made and entered into by the undersigned (each a “Shareholder” and collectively “Shareholders” ) and Green China Resources, Inc., a company established under the laws of British Virgin Islands (“Buyer”) as of the ____ day of ________, 2008. Buyer and Shareholders shall be collectively referred to as the “Parties” or individually as a “Party.” Capitalized terms used herein and not otherwise herein defined shall have the meanings set forth for such terms in the Stock Purchase Agreement (as defined below).
INVESTOR Maximum Warrant Purchase David Y. Chen 150,000 Richard L. Chen 150,000 AFG Trust Assets Ltd. 300,000Shine Media Acquisition Corp. • September 20th, 2005 • Blank checks
LOCK UP AGREEMENT WITH ORDINARY SHAREHOLDERS [I]Lock Up Agreement • May 12th, 2008 • Shine Media Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT (the "Agreement"), is made and entered into by the undersigned (each a “Shareholder” and collectively “Shareholders” ), and Green China Resources, Inc., a company established under the laws of British Virgin Islands (“Buyer”) as of the ____ day of ________, 2008. Buyer and Shareholders shall be collectively referred to as the “Parties” or individually as a “Party.” Capitalized terms used herein and not otherwise herein defined shall have the meanings set forth for such terms in the Stock Purchase Agreement (as defined below).
Kerry Propper China Media Investment Co., Inc. [address]Shine Media Acquisition Corp. • November 29th, 2006 • Blank checks
This letter will confirm the agreement of Kerry Propper China Media Investment Co., Inc. (collectively, the “Stockholder”), on the one hand, and Merriman Curhan Ford & Co. (the “Representative”), on the other hand, with respect to the purchase of certain warrants to purchase common stock (the “Warrants”) of Shine Media Acquisition Corp. (the “Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and one Warrant to purchase one share of Common Stock. The Common Stock and Warrants will not be separately tradable until the earlier to occur of (i) the expiration of the underwriters’ over-allotment option; or (ii) 20 trading days after the exercise in full by the underwriters of such option.
Shine Media Acquisition Corporation Rockefeller Center New York, NY 10020 Attn: Richard L. ChenShine Media Acquisition Corp. • September 20th, 2005 • 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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2008 • Shine Media Acquisition Corp. • Blank checks • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of May 8, 2008, by and among Shine Media Acquisition Corporation, a Delaware corporation (“Shine”), Green China Resources, Inc., a company incorporated under the laws of British Virgin Islands (“Buyer”), China Greenscape Co. Ltd. (“Greenscape”), a limited liability company incorporated under the laws of the British Virgin Islands, Jiangsu Sunshine Zoology and Forestry Development Co., Ltd. (the “Company”), a company organized and existing under the laws of the People’s Republic of China (“PRC”), and those persons listed on Exhibit A hereof (each a “Shareholder” and collectively the “Shareholders”). Greenscape, the Company and the Shareholders are collectively referred to as the “Sellers.” Shine, Buyer, Greenscape, the Company and the Shareholders shall be collectively referred to as the “Parties” or individually as a “Party.”
SHINE MEDIA ACQUISITION CORP.Shine Media Acquisition Corp. • September 20th, 2005 • Blank checks
SHINE MEDIA ACQUISITION CORP.Shine Media Acquisition Corp. • May 8th, 2006 • Blank checks
