FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2009 • Id Arizona Corp. • New York
This Registration Rights Agreement (the “Agreement”) is dated as of [ • ], 2009, by and among SearchMedia Holdings Limited, a company with limited liability organized under the laws of the Cayman Islands, or its successors (the “Company” or “ID Cayman”), and the shareholders of the Company listed on Schedule A of this Agreement. Each of the shareholders listed on Schedule A is sometimes referred to herein as a “Shareholder”, and collectively as the “Shareholders”.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 31st, 2009 • Id Arizona Corp. • New York
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”). 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).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 31st, 2009 • Id Arizona Corp. • New York
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).
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE BY AND AMONG IDEATION ACQUISITION CORP. ID ARIZONA CORP. SEARCHMEDIA INTERNATIONAL LIMITED SHANGHAI JINGLI ADVERTISING CO., LTD. THE SUBSIDIARIES OF SEARCHMEDIA INTERNATIONAL LIMITED NAMED...Merger Agreement • March 31st, 2009 • Id Arizona Corp. • New York
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE, dated as of March 31, 2009 (this “Agreement”), 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 and a wholly-owned subsidiary of Ideation (“ID Arizona”), each of the entities identified on Schedule A hereto (the “SM Entities,” and each, an “SM Entity”), each of the shareholders of SM Cayman identified on Schedule B hereto (each, a “SM Shareholder,” and collectively as the “SM Shareholders”) and the shareholder of SM Cayman identified on Schedule B-1 hereto (the “Non-signing SM Shareholder”) (it being understood that this Agreement is executed on behalf of the Non-signing SM Shareholder by Qinying Liu (the “Designated Agent”), which action has been duly authorized, in accordance with Article 153 of the Company Memorandum (as defined herein), by the board of directors of the Company, each of t
FORM OF VOTING AGREEMENTVoting Agreement • March 31st, 2009 • Id Arizona Corp. • New York
This VOTING AGREEMENT, dated as of this day of , 2009, (the “Agreement”), by and among SearchMedia Holdings Limited, a Cayman Islands company (collectively with all predecessors thereof, the “Company”), and each of the shareholders and other security holders of the Company identified on the signature pages hereto (each, a “Shareholder,” and collectively the “Shareholders”). All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Share Exchange Agreement (as defined below).
