WARRANT AGREEMENTWarrant Agreement • September 28th, 2007 • Ideation Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___, 2007, is entered into by and between Ideation Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
10,000,000 Units Ideation Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2007 • Ideation Acquisition Corp. • Blank checks • New York
SECOND AMENDMENT AND JOINDER TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • September 14th, 2009 • Ideation Acquisition Corp. • Blank checks
This SECOND AMENDMENT AND JOINDER TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”) effective this 8th day of September, 2009 is by and among Ideation Acquisition Corp., a corporation incorporated in the State of Delaware, USA (“Ideation”), ID Arizona Corp., a corporation incorporated in the State of Arizona, USA, Earl Yen (the “CSV Representative”), Tommy Cheung and Stephen Lau (collectively, the “DB Representative”), Qinying Liu (the “Management Shareholder Representative” and, together with the CSV Representative and the DB Representative, the “SM Shareholders’ Representatives”), Linden Ventures II (BVI), Ltd. (“Linden”), Vervain Equity Investment Limited (the “Gentfull Transferee”), Sun Hing Associates Ltd. (the “Gavast Transferee”, and, together with the Gentfull Transferee, the “Transferees”) and The Frost Group, LLC (the “Sponsor Entity”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • September 28th, 2009 • Ideation Acquisition Corp. • Blank checks • New York
This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”) effective this 22nd day of September, 2009 is by and among Ideation Acquisition Corp., a corporation incorporated in the State of Delaware, USA (“Ideation”), ID Arizona Corp., a corporation incorporated in the State of Arizona, USA, Earl Yen (the “CSV Representative”), Tommy Cheung and Terrance Hogan (collectively, the “DB Representative”), Qinying Liu (the “Management Shareholder Representative” and, together with the CSV Representative and the DB Representative, the “SM Shareholders’ Representatives”) and Linden Ventures II (BVI), Ltd. (“Linden”).
Ideation Acquisition Corp. 1990 S. Bundy Drive, Suite 620 Los Angeles, CA 90025Exchange of Securities Agreement • September 14th, 2009 • Ideation Acquisition Corp. • Blank checks
Reference is made to the Agreement and Plan of Merger, Conversion and Share Exchange, dated as of March 31, 2009, by and among Ideation Acquisition Corp. (“Ideation”), SearchMedia International Limited (“SM Cayman”) and the other parties named therein, as amended and as may be further amended from time to time (the “Agreement”). All capitalized terms used but not defined herein shall have the definitions set forth in the Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • May 27th, 2009 • Ideation Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”) effective this 27th day of May, 2009, is by and among IDEATION ACQUISITION CORP., a corporation incorporated in the State of Delaware, USA (“Ideation”), Earl Yen (the “CSV Representative”), Tommy Cheung and Stephen Lau (collectively, the “DB Representative”) and Qinying Liu (the “Management Shareholder Representative” and, together with the CSV Representative and the DB Representative, the “SM Shareholders’ Representatives”).
IDEATION ACQUISITION CORP. [FORM OF WARRANT PURCHASE AGREEMENT]Warrant Purchase Agreement • June 29th, 2007 • Ideation Acquisition Corp. • Delaware
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of , 2007, is entered into by and among Ideation Acquisition Corp., a Delaware corporation (the “Company”), and the purchasers listed in Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 16th, 2007 • Ideation Acquisition Corp. • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of August 16, 2007, is entered into by and among Ideation Acquisition Corp., a Delaware corporation (the “Company”), and the purchasers listed in Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).
IDEATION ACQUISITION CORP. [FORM OF REGISTRATION RIGHTS AGREEMENT]Registration Rights Agreement • September 28th, 2007 • Ideation Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2007, by and among Ideation Acquisition Corp., a Delaware corporation (the “Company”) and the Persons listed on Schedule A hereto (each an “Investor” and collectively, the “Investors”).
IDEATION ACQUISITION CORP. 100 North Crescent Drive Beverly Hills, California 90210Office Space and Administrative Services Agreement • August 16th, 2007 • Ideation Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Ideation Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of a “Business Combination” or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Clarity Partners, L.P. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 100 North Crescent Drive, Beverly Hills, California 90210. In exchange therefore, the Company shall pay Clarity Partners, L.P. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date. In connection herewith, Clarity Partners, L
IDEATION ACQUISITION CORP. [FORM OF SECURITIES ESCROW AGREEMENT]Securities Escrow Agreement • June 29th, 2007 • Ideation Acquisition Corp. • New York
THIS SECURITIES ESCROW AGREEMENT (this “Agreement”) is entered into as of , 2007 by and among Ideation Acquisition Corp., a Delaware corporation (the “Company”), the initial stockholders listed on Exhibit A hereto (each an “Initial Stockholder” and collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 29th, 2007 • Ideation Acquisition Corp. • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of __________________, 2007 by and between Ideation Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Form of Letter Agreement among the Company, the Representative and each officer, director and initial stockholder of the Company]Underwriting Agreement • June 29th, 2007 • Ideation Acquisition Corp. • New York
SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, _________, 2011 IDEATION ACQUISITION CORP.Warrant Agreement • June 29th, 2007 • Ideation Acquisition Corp.
THIS CERTIFIES THAT, for value received ________________________ is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City time, on ______________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share (“Shares”), of Ideation Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination and (ii) ______________, 2008, such number of Shares of the Company at the price of $6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth her
