Kerry Propper China Media Investment Co., Inc. [address]
Xxxxx
Xxxxxxx China Media Investment Co., Inc.
[address]
________________,
2006
Xxxxxxxx
Curhan Ford & Co.
[Address]
Ladies
and Gentlemen:
This
letter will confirm the agreement of Xxxxx
Xxxxxxx China Media Investment Co., Inc.
(collectively, the “Stockholder”), on the one hand, and Xxxxxxxx Xxxxxx 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.
1. On
the
date hereof, the Stockholder and the Representative, or their respective
affiliates and designees, if applicable, will enter into an agreement or plan
(a
“10b5-1 Plan”) in accordance with the terms of this letter and in accordance
with the guidelines specified in Rule 10b5-1 (“Rule 10b5-1”) promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with an
independent broker-dealer registered under Section 15 of the Exchange Act which
is neither affiliated with the Company nor the Representative and is not part
of
the underwriting or selling group, selected by the Representative and who will
be reasonably acceptable to the Stockholder and the Representative (the
“Broker”) and which shall agree to effect all purchases pursuant to the 10b5-1
Plans.
2. The
10b5-1 Plans entered into pursuant hereto shall, among other
things:
(a)
constitute an irrevocable order to place bids for and, if such bids are
accepted, to purchase 500,000 Warrants (subject to the requirements of section
2(c)) by the Stockholder, its affiliates and designees;
(b)
constitute an irrevocable order to place bids for and, if such bids are
accepted, to purchase 500,000 Warrants (subject to the requirements of section
2(c)) by the Representative, its affiliates and designees;
(c)
provide that all bids will be placed and purchases of Warrants will be made
only
in the public market, at market prices not to exceed $0.40 per Warrant, and
shall occur within 45 days after the later of (i) the date separate trading
of
the Warrants has commenced and (ii) the date that is 60 calendar days after
the
end of the IPO “restricted period” as defined in Regulation M (“Regulation M”)
promulgated under the Exchange Act (as reasonably determined by counsel to
the
Representative); and
(d)
contain a representation and warranty by each party that such party is not
aware
of any material nonpublic information concerning the Company or any securities
of the Company and is entering into the Rule 10b5-1 Plan in good faith and
not
as part of a plan or scheme to evade the prohibitions of Rule 10b-5 promulgated
under the Exchange Act.
3.
Neither the Stockholder nor the Representative, nor their respective affiliates
and designees, nor anyone acting on their behalf, will attempt to exercise
any
influence over how, when or whether to effect purchases of Warrants by the
Broker or any person.
4.
Each
of the parties hereto agrees that the Warrants acquired pursuant to this
agreement and the Rule 10b5-1 Plans shall not be sold or transferred until
the
earlier of the consummation by the Company of a stock exchange, asset
acquisition or other similar business combination. By signing below, the Company
has agreed to allow the cashless exercise of the Warrants purchased pursuant
to
this agreement in the event that the Company calls such warrants for redemption.
5.
Each
of the parties hereto hereby covenants and agrees that such party and its
respective affiliates and designees shall comply with, and shall take all
actions reasonably necessary to cause compliance by the Broker with the
following conditions:
(a)
The
Company and the Representative shall provide to the Division of Market
Regulation of the Securities and Exchange Commission (the “Division”) promptly
upon request, a daily time-sequenced schedule of all Warrant purchases made
pursuant to the 10b5-1 Plans, on a transaction-by-transaction basis, including:
(i) size, broker, time of execution, price of purchase; and (ii) the exchange,
quotation system, or other facility through which the Warrant purchase
occurred;
(b)
Upon
the request of the Division, the Company and the Representative shall transmit
the information as specified in paragraph 5(a) to the Division at its
headquarters in Washington, D.C. within 30 days of its request; and
(c)
Representatives of the Company, the Stockholder, the Representative and the
respective designees of the Stockholder and the Representative shall be made
available (in person at the offices of the Division in Washington, D.C. or
by
telephone) to respond to inquiries by the Division regarding their
purchase(s).
6.
This
agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto and shall be binding upon each of the parties hereto and
their respective heirs, successors and assigns.
| Very truly yours, | |||
| XXXXX XXXXXXX CHINA MEDIA INVESTMENT CO., INC. | |||
|
Xxxxx Xxxxxxx |
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| President and Secretary |
| AGREED: | |||
| XXXXXXXX CURHAN FORD & CO. | |||
| By: | |||
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| Title: |
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ACKNOWLEDGED
AND AGREED:
|
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| SHINE MEDIA ACQUISITION CORP. | |||
| By: | |||
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| Title: |
