Ideation Acquisition Corp. 1990 S. Bundy Drive, Suite 620 Los Angeles, CA 90025
EXHIBIT
10.1
September 8,
2009
To the
Investors Listed on Exhibit A Hereto (“Investors”)
Re: Exchange of Securities of SearchMedia
Holdings Limited
Ladies and
Gentlemen:
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.
For a period of two years from and after the Closing Date, if ID
Cayman issues, on any one or more occasions, any preferred
shares
and/or other
equity security (or any security convertible into or
exchangeable or exercisable for preferred shares
and/or other
equity security) (a “Financing”), then each of the
undersigned Investors (and its successors, assigns and
transferees) shall have the right to cause ID Cayman to
repurchase its Acquired Shares (as converted into ID Cayman
Shares pursuant to the Conversion), Warrant Shares and Note
Shares in exchange for new securities of the same class or
series of preferred shares
and/or other
equity securities issued pursuant to such Financing (“New
Securities”) on the same terms and conditions of such
Financing; provided that each such Acquired Share,
Warrant Share and Note Share shall be valued at $7.8815 per
share for purposes of calculating the number of New Securities
to be issued to such Investor (subject to adjustment for share
splits, dividends, recapitalizations, and other similar events).
Each such Investor will be entitled to all the same rights and
privileges as the participants in such Financing on a pari
passu basis. Notwithstanding the foregoing, the undersigned
Investors, as a group, may only exchange a number of such shares
with an aggregate dollar value equal to the aggregate dollar
amount of New Securities sold in the Financing.
The undersigned Investors may exercise the exchange rights set
forth in this letter upon any successive Financing that closes
within two years after the Closing Date with respect to
(a) any New Securities received upon any prior exchange
hereunder and (b) any Acquired Shares (as converted into ID
Cayman Shares pursuant to the Conversion), Warrant Shares and
Note Shares not previously exchanged pursuant to this letter.
The valuation of New Securities being exchanged in connection
with such successive financing shall be based upon the valuation
of such shares at the time of issuance, plus all accrued and
unpaid dividends, interest or other payment rights (all subject
to adjustment for share splits, dividends, recapitalizations,
and other similar events). Ideation hereby agrees that it will
provide the undersigned Investors with thirty (30) days
advance written notice of any proposed Financing, and each such
Investor shall have a period of twenty-five (25) days after
receipt of such notice to elect to exchange all or any portion
of its securities hereunder by written notice to ID Cayman.
Notices shall be provided hereunder in the same manner provided
in the Agreement, to ID Cayman at the address of its principal
office and to the Investors at the addresses set forth in
Exhibit A hereto.
On or prior to the Closing, Ideation shall sign a counterpart of
this Agreement with each other Person who acquires Acquired
Shares or who will acquire at or after the Closing any Warrant
Shares or Note Shares, and such Persons shall be deemed
“Investors” hereunder.
In the event that the Agreement is terminated, this letter
agreement shall also terminate and be of no force or effect.
Furthermore, this letter agreement is enforceable by any
Investor who is a signatory hereto, regardless of whether or not
it has been signed by any other Investor.
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Please indicate your consent to the aforementioned by signing
this letter in the space indicated below and returning it to
Ideation.
Very truly yours,
| By: |
/s/ ▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
| Title: | President and Chief Executive |
Officer
ACKNOWLEDGED AND AGREED
this 8th
day of September, 2009:
Frost Gamma Investments Trust
| By: |
/s/ ▇▇▇▇▇▇▇
▇▇▇▇▇
|
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
| Title: | Trustee |
The Frost Group, LLC
| By: |
/s/ ▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
| Title: | Member |
Linden Ventures II (BVI), Ltd.
| By: |
/s/ ▇▇▇▇▇
▇▇▇▇▇▇
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
| Title: | Authorized Signatory |
2
China Seed Ventures, L.P.
| By: |
/s/ ▇▇▇▇
▇▇▇▇▇-▇▇▇ ▇▇▇
|
Name: ▇▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇
/s/ Le
▇▇▇▇
▇▇ ▇▇▇▇
/s/ Xuebao
Yang
Xuebao Yang
/s/ ▇▇▇
▇▇
▇▇▇ ▇▇
Chardan Securities LLC
| By: |
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
| Title: |
/s/ ▇▇▇
▇▇
▇▇▇ ▇▇
/s/ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Capital Partners LLC
| By: |
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
| Title: | Managing Member |
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Exhibit A
Investors
Frost Gamma
Investments Trust
c/o Frost
Administrative Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
The Frost
Group, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
China Seed
Ventures, L.P.
Rm. 104, ▇▇▇▇. ▇▇
▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ Building
No. 1358 ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇ ▇▇▇▇
Room 4B, Yinglong Building
No. 1358 ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Xuebao Yang
Room 4B, Yinglong Building
No. 1358 ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ Building
No. 1358 ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Halpryn
Capital Partners LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Linden
Ventures II (BVI), Ltd.
c/o Linden
Advisors
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Chardan Securities LLC
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇
Room 4B, Yinglong Building
No. 1358 ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
4