PLACEMENT UNIT AGREEMENT
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”).
WHEREAS,
the Company has filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-1, as amended (File No. 333-127093) (the
“Registration Statement”), in connection with the Company’s initial public
offering (the “IPO”) of up to 6,000,000 units, each unit (“Unit”) consisting of
one share of the Company’s common stock, $.0001 par value (the “Common Stock”),
and (ii) two warrants (the “Warrants”), each Warrant to purchase one share of
Common Stock; and
WHEREAS,
the Company desires to sell in a private placement to the Purchasers (the
“Placement”) an aggregate of 133,333 units (the “Placement Units”) substantially
identical to the Units being issued in the IPO pursuant to the terms and
conditions hereof and as set forth in the Registration Statement, except that
the Placement Units, Common Stock and Warrants to be issued in the Placement
shall not be registered under the Securities Act of 1933, as amended (the
“Securities Act”); and
WHEREAS,
each Purchaser desires to acquire the number of Placement Units set forth
opposite his name on Schedule A hereto; and
WHEREAS,
the Warrants included in the Placement Units shall be governed by the Warrant
Agreement filed as an exhibit to the Registration Statement; and
WHEREAS,
the Purchasers are entitled to registration rights with respect to the Common
Stock and the Warrants comprising the Placement Units and the Common Stock
underlying such Warrants (collectively, the “Registrable Securities”) on the
terms set forth in this Agreement;
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as follows:
1. Purchase
of Units.
The
Purchasers hereby agree, directly or through nominees, to purchase an aggregate
of 133,333 Placement Units at a purchase price of $6.00 per Placement Unit,
or
an aggregate of $800,000 (the “Purchase Price”). Such purchases shall be in the
names and amounts set forth on Schedule A hereto.
2. Closing.
The
closing of the purchase and sale of the Placement Units (the “Closing”) will
take place at such time and place as the parties may agree (the “Closing Date”),
but in no event later than the date on which the SEC declares the Registration
Statement effective, provided the underwriting agreement is signed and executed
with lead underwriter (the “Effective Date”). On the Effective Date, the
Purchasers shall pay the Purchase Price by wire transfer of funds to the trust
account at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer
& Trust Company, acting as trustee (the “Trust Account”). The certificates
for the Common Stock and Warrants comprising the Placement Units shall be
delivered to the Purchasers promptly after the payment of the Purchase Price.
3. Voting
of Shares
. If the
Company solicits approval of its stockholders of a Business Combination, the
Purchasers shall vote all of the shares of the Common Stock acquired by the
Purchasers (i) pursuant to this Agreement, (ii) in the IPO and (iii) in the
aftermarket in accordance with the vote of the holders of a majority of the
shares of Common Stock voted by the public stockholders and therefore waive
any
redemption rights they might have with respect to certain of such shares. As
used herein, a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset or stock acquisition of, or similar business
combination with, one or more an operating business in the security industry
selected by the Company.
4. Waiver
of Liquidation Distributions.
In
connection with the Placement Units purchased pursuant to this Agreement, the
Purchasers hereby waive any and all right, title, interest or claim of any
kind
in or to any liquidating distributions by the Company in the event of a
liquidation of the Company upon the Company's failure to timely complete a
Business Combination. For purposes of clarity, any shares of Common Stock
purchased in the IPO or the aftermarket by the Purchasers shall be eligible
to
receive any liquidating distributions by the Company.
5. Lock-Up
Agreement.
Prior
to the consummation of a Business Combination, the Purchasers shall not (i)
sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any
option to purchase or otherwise dispose of or agree to dispose of, directly
or
indirectly, or file (or participate in the filing of) a registration statement
with the SEC in respect of, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and
regulations of the SEC promulgated thereunder (the “Exchange Act”) with respect
to, any Placement Units and the shares and warrants comprising the Placement
Units, or any securities convertible into or exercisable or exchangeable for
shares, or warrants or other rights to purchase shares or any such securities,
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of Placement
Units or any securities convertible into or exercisable or exchangeable for
shares, or warrants or other rights to purchase shares or any such securities,
whether any such transaction is to be settled by delivery of shares or such
other securities, whether any such transaction is to be settled by delivery
of
shares or such other securities, in cash or otherwise (collectively “Transfer”),
provided,
however,
that
the following Transfers shall be allowed, on condition that prior to such
Transfer, each permitted transferee or the trustee or legal guardian for each
permitted transferee agrees in writing to be bound by the terms of this
Agreement: (a) transfers resulting from the death of any of the Purchasers,
(b) transfers by operation of law, (c) any transfer for estate
planning purposes to persons immediately related to the transferor by blood,
marriage or adoption, or (d) transfers to any trust solely for the benefit
of such transferor and/or the persons described in the preceding clause.
6. Representations
and Warranties of the Purchasers.
Each
Purchaser hereby represents and warrants to the Company that:
6.1 The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.
6.2 The
Placement Units, Common Stock and Warrants are being acquired for the
Purchaser’s own account, only for investment purposes and not with a view to, or
for resale in connection with, any distribution or public offering thereof
within the meaning of the Securities Act.
6.3 The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.
7. Registration
Rights.
The
Purchasers shall have registration rights pursuant to the Registration Rights
Agreement, dated as of , 2006, by and among the Company and the Investors listed
on the signature page thereto.
8. Waiver
and Indemnification.
The
Purchasers hereby waive any and all rights to assert any present or future
claims, including any right of rescission, against the Company or the
underwriters in the IPO with respect to their purchase of the Placement Units,
provided that the present or future claims shall not be due to the negligence
and default by the Company or the underwriters in the IPO, and each Purchaser
agrees jointly and severally to indemnify and hold the Company and the
underwriters in the IPO harmless from all losses, damages or expenses that
relate to claims or proceedings brought against the Company or such underwriters
by any Purchaser of the Placement Units or their transferees, heirs, assigns
or
any subsequent holders of the Placement Units.
9. Counterparts;
Facsimile.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and all of which taken together
shall
constitute one and the same instrument. This Agreement or any counterpart may
be
executed via facsimile transmission, and any such executed facsimile copy shall
be treated as an original.
10. Governing
Law.
This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. Each of the
parties hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced
in
the courts of the State of New York or the United States District Court for
the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
2
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the ____day
of , 2006.
| |
|
|
| By: | ||
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman |
||
|
|
||
|
|
||
3
SCHEDULE
A
|
Name
|
Address
|
Units
|
||
4