FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • May 15th, 2012 • Searchmedia Holdings LTD • Services-advertising
This FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”), effective as of the Amendment Effective Date, is by and among SearchMedia Holdings, Limited (as successor by conversion to Ideation Acquisition Corp., a corporation incorporated in the State of Delaware, USA and ID Arizona Corp., a corporation incorporated in the State of Arizona, USA) (“SM Cayman”), 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”). As used herein, “Amendment Effective Date” means the date upon which a majority of the SM Shareholders Representatives have signed this Amendment, as indicated on the signature page hereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2012 • Searchmedia Holdings LTD • Services-advertising • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 7, 2012 by and between SearchMedia Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Mr. Peter Tan, an individual (the “Executive”) and effective on the Effective Date (as hereinafter defined). The Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies are referred to collectively as the “SM Group.”
