SPECIMEN UNIT CERTIFICATE

 

 

 

SPECIMEN UNIT CERTIFICATE
NUMBER		UNITS
U-

 

SEE REVERSE FOR
CERTAIN
DEFINITIONS
SHINE MEDIA ACQUISITION CORP.
		CUSIP

 

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT

EACH TO PURCHASE ONE SHARE OF COMMON STOCK

 

THIS CERTIFIES THAT  _________________________________________________________________________________________________

is the owner of ________________________________________________________________Units.

 

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of SHINE MEDIA ACQUISITION CORP., a Delaware corporation (the “Company”), and two warrants (the “Warrant(s)”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company’s completion of a business combination with a target business or (ii)                         , 2007 and will expire unless exercised before 5:00 p.m., New York City Time, on                         , 2010, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate will trade separately on the 20^th trading day following the earlier to occur of the expiration of the underwriters' over-allotment option or its exercise in full; provided, however, in no event will the representative of the underwriters allow separate trading of the common stock and warrants until the Company files an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering. The terms of the Warrants are governed by a Warrant Agreement, dated as of                         , 2006, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

 

Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.

 

By
		Chief Executive Officer		Secretary

 

SHINE MEDIA ACQUISITION CORP.

 

CORPORATE

SEAL

2006

DELAWARE

 

 

 

SHINE MEDIA ACQUISITION CORP.

 

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM - as tenants in common

 

TEN ENT - as tenants by the entireties

 

JT TEN - as joint tenants with right of survivorship and not as tenants in common

 

UNIF GIFT MIN ACT -		_______Custodian _______
		(Cust)                       (Minor)
		under Uniform Gifts to Minors
		Act___________________
		(State)

 

Additional Abbreviations may also be used though not in the above list.

 

For value received,                                                           hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney
to transfer the said Units on the books of the within named Company will full power of substitution in the premises.

 

Dated
				NOTICE:		The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 

Signature(s) Guaranteed:

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).