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”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • July 15th, 2009 • Id Arizona Corp. • Services-advertising
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”).
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
This AMENDMENT NO. 4 (this “Amendment”), dated as of June 30, 2010, to that certain Agreement and Plan of Merger, Conversion and Share Exchange (the “Merger Agreement”), dated as of September 5, 2008, as amended by Amendment No. 1, dated as of January 6, 2009, Amendment No. 2, dated as of June 16, 2009, and Amendment No. 3, dated as of June 1, 2010, is made by and among FUNTALK CHINA HOLDINGS LIMITED, an exempted limited company incorporated in the Cayman Islands (the “Company” or “MK Cayman”), PYPO DIGITAL COMPANY LIMITED, an exempted limited company incorporated in the Cayman Islands and a wholly-owned subsidiary of the Company (“Pypo Cayman”), PYPO HOLDINGS (HK) COMPANY LIMITED, company incorporated in Hong Kong and a wholly owned subsidiary of Pypo Cayman (“Pypo HK”), BEIJING FUNTALK CENTURY TECHNOLOGY GROUP COMPANY LIMITED, a limited liability company established in the PRC and an indirect wholly owned subsidiary of Pypo Cayman (“Pypo PRC), ARCH DIGITAL HOLDINGS LIMITED, a company
FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • November 5th, 2009 • Searchmedia Holdings LTD • Services-advertising
This FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”) effective this 30th day of October, 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”), and Qinying Liu (the “Management Shareholder Representative” and, together with the CSV Representative and the DB Representative, the “SM Shareholders’ Representatives”).
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.
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • June 3rd, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
This AMENDMENT NO. 3 (this “Amendment”), dated as of June 1, 2010, to that certain Agreement and Plan of Merger, Conversion and Share Exchange (the “Merger Agreement”), dated as of September 5, 2008, as amended by Amendment No. 1, dated as of January 6, 2009, and Amendment No. 2, dated as of June 16, 2009, is made by and among FUNTALK CHINA HOLDINGS LIMITED, an exempted limited company incorporated in the Cayman Islands (the “Company” or “MK Cayman”), PYPO DIGITAL COMPANY LIMITED, an exempted limited company incorporated in the Cayman Islands and a wholly-owned subsidiary of the Company (“Pypo Cayman”), PYPO HOLDINGS (HK) COMPANY LIMITED, a company incorporated in Hong Kong and a wholly owned subsidiary of Pypo Cayman (“Pypo HK”), BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED, a limited liability company established in the PRC and an indirect wholly owned subsidiary of Pypo Cayman (“Pypo PRC), ARCH DIGITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands (“ARCH BV
