0001144204-06-041060 Sample Contracts

SHINE MEDIA ACQUISITION CORP. 6,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • October 4th, 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:

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

SHINE MEDIA ACQUISITION CORP.
Shine Media Acquisition Corp. • October 4th, 2006 • Blank checks
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