FORM OF LOCK-UP AGREEMENT
Exhibit
10.2
FORM OF
LOCK-UP
AGREEMENT
This Lock-Up
Agreement (this “Agreement”) is dated as
of ,
2009 and made by the shareholder set forth on the signature page
to this Agreement (the
“Holder”)3.
Any and all capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the
Share Exchange Agreement (as defined below).
WHEREAS, Ideation Acquisition Corp., a Delaware corporation
(“Ideation”) has entered into that
certain Agreement and Plan of Merger, Conversion and Share
Exchange,
dated ,
2009 (the “Share Exchange Agreement”),
by and among Ideation, ID Arizona Corp., an Arizona corporation
and a wholly-owned subsidiary of Ideation, SearchMedia
International Limited, an exempted limited company incorporated
under the laws of the Cayman Islands
(“SearchMedia”) and the other parties
thereto.
WHEREAS, the execution and delivery of this Agreement by the
undersigned is a condition to the closing of the Share Exchange
Agreement.
NOW THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree
as follows:
1. Representations and Warranties. The
undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Agreement. This
Agreement and the terms, covenants, provisions and conditions
hereof shall be binding upon, and shall inure to the benefit of,
the respective heirs, successors and assigns of the parties
hereto.
2. Lock-Up. Following
the Closing, and until the six (6) month anniversary of the
Closing with respect to twenty-five percent (25%) of the Shares
(as defined below) and until the one (1) year anniversary
of the Closing with respect to the remaining seventy-five
percent (75%) of the Shares, the undersigned will not, directly
or indirectly:
(a) offer for sale, sell, pledge or otherwise dispose of
(or enter into any transaction or device that is designed to, or
could be expected to, result in the disposition by any person at
any time in the future of) any shares of SearchMedia Holdings
Limited, an exempted limited company registered or to be
registered by way of continuation under the laws of the Cayman
Islands (the “Company”) or any other
securities convertible into or exercisable or exchangeable for
shares of the Company which are beneficially owned
and/or
acquired as of the date of this Agreement or underlying any
security acquired as of the date of this Agreement
(collectively, the “Shares”), including,
without limitation, Shares that may be deemed to be beneficially
owned by the undersigned in accordance with the rules and
regulations of the U.S. Securities and Exchange Commission
and Shares that may be issued upon exercise of any options or
warrants, or securities convertible into or exercisable or
exchangeable for Shares;
(b) enter into any swap or other derivatives transaction
that transfers to another, in whole or in part, any of the
economic benefits or risks of ownership of Shares, whether any
such transaction is to be settled by delivery of Shares or other
securities, in cash or otherwise; or
(c) publicly disclose the intention to do any of the
foregoing.
The restrictions on the actions set forth in clauses (a)
through (c) above shall expire with respect to 25% of the
Shares on the six (6) month anniversary of the Closing.
Furthermore, such restrictions shall not apply to:
(i) transfers of Shares as a bona fide gift;
(ii) transfers of Shares to any trust, partnership, limited
liability company or other entity for the direct or indirect
benefit of the undersigned or the immediate family of the
undersigned; (iii) transfers of Shares to any beneficiary
of the undersigned pursuant to a will, trust instrument
3 This
form of
lock-up
applies to China Seed Ventures, Deutsche Bank, Nanfung and
Linden Ventures, provided that with respect to Section 2,
Linden Ventures will only be subject to a 6 month
lock-up
period.
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or other testamentary document or applicable laws of descent;
(iv) transfers of Shares to the Company by way of
repurchase or redemption; (v) transfers of Shares to any
Affiliate of the undersigned; (vi) transfers of Shares by
the undersigned that are in compliance with applicable federal
and state securities laws; or (vii) transfer of Shares by
the undersigned pursuant to an underwritten secondary offering
provided that, in the case of any transfer or distribution
pursuant to clause (i), (ii), (iii), (v) or
(vi) above, each donee, distributee or transferee shall
sign and deliver to the Company, prior to such transfer, a
lock-up
agreement substantially in the form of this Agreement. For
purposes of this Agreement, “immediate family” shall
mean any relationship by blood, marriage, domestic partnership
or adoption, not more remote than first cousin.
3. Follow-On Offering. After the six
(6) month anniversary of the Closing and until the one
(1) year anniversary of the Closing, the restrictions set
forth in Section 2 in respect of 75% of the Shares may be
released with respect to some or all of the Shares, upon the
consent of the members of the Board of Directors of the Company
designated by the Ideation Representative, in connection with a
follow-on public offering of registered securities on
Form F-3
or other short-form registration statement.
4. Right to Decline Transfer. The Company
and its transfer agent on its behalf are hereby authorized
(a) to decline to register any transfer of securities if
such transfer would constitute a violation or breach of this
Agreement and (b) to imprint on any certificate
representing Shares a legend describing the restrictions
contained herein.
5. Notices. Unless otherwise provided
herein, all notices, requests, waivers and other communications
made pursuant to this Agreement will be in writing and will be
given in accordance with the notice provisions of the Share
Exchange Agreement, provided that the address for notices to the
Holder shall be as set forth on the signature page hereto.
6. Counterparts. This Agreement may be
executed in facsimile and in any number of counterparts, each of
which when so executed and delivered shall be deemed an
original, but all of which shall together constitute one and the
same agreement.
7. Severability. If any provision of this
Agreement is held to be invalid or unenforceable for any reason,
such provision will be conformed to prevailing law rather than
voided, if possible, in order to achieve the intent of the
parties and, in any event, the remaining provisions of this
Agreement shall remain in full force and effect and shall be
binding upon the parties hereto.
8. Amendment. This Agreement may be
amended or modified by written agreement executed by the
undersigned and the Company.
9. Further Assurances. Each party shall
do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as
any other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
10. Governing Law. The terms and
provisions of this Agreement shall be construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to
be duly executed as of the date first indicated above.
HOLDER:
| By: |
| Print Name: |
| Print Title (if applicable): |
| Name of Entity (if applicable): |
| Address: |
| Date: |
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