EX-4.9



 Exhibit 4.9 
 TIGER MEDIA, INC. (formerly known as SearchMedia Holdings Limited) 

AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN 
 OPTION GRANT AGREEMENT 
  

			
	Name:                     	  	 Plan: Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive Plan Grant: Option to purchase
                 shares of Tiger Media, Inc. (the “Company”)
 Exercise Price:             

		
	Date:             , 20    	  	Grant Date:             , 20    

 Because you are a valuable member of the Company, effective on the Grant Date you have been granted the option to
purchase the number of shares of the Company (the “Shares”) at the exercise price designated above, in accordance with the provisions of the Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive
Plan (the “Plan”). This option may be exercised for whole shares only. To the extent any provision of this Option Grant Agreement is inconsistent with an employment or similar agreement between you and the Company, its Subsidiaries or
Related Entities such agreement shall control, provided, however, that to the extent such agreement is inconsistent with the Plan, the Plan shall control. 
 1. Vesting. 100% of the Shares subject to the option will vest and become exercisable on February 8, 2013. 
 2. Termination of Service. 
 (a) General. In the event of the termination of
your service for the Company, for any reason (“Termination of Service”), your right to vest in your option under the Plan, if any, will terminate effective as of the date that you give or are provided with written notice of Termination of
Service. 
 (b) Termination for Cause. Notwithstanding the foregoing, if your Termination of Service is by reason of cause, then your
right to exercise the option shall terminate concurrently with your Termination of Service. For this purpose “cause” shall mean, and as determined by the Committee, that you have (i) performed an act or failure to perform any act in
bad faith and to the detriment of the Company, a Subsidiary or any Related Entity; (ii) engaged in dishonesty, intentional misconduct or material breach of any agreement with the Company, a Subsidiary or a Related Entity; or
(iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. 
 3.
Exercise. The option may not be exercised until vested. Once vested, the option may be exercised, in whole or any part, at any time subject to this Section 3. A vested option must be exercised, if at all, prior to the earlier of:
(i) one year following your Termination of Service with the Company, its Subsidiaries and Related Entities by reason of death or Disability; or (ii) the tenth anniversary of the Grant Date; and if not exercised prior thereto shall
terminate and no longer be exercisable. 







 4. Exercise Procedure. 
 (a) General. The option will be deemed exercised upon your completing the exercise procedures established by the Company and your payment of the option exercise price per share and any applicable
tax withholding to the Company. Payment may be made in cash or such other method as the Company may permit from time to time as set forth in the Plan. 
 (c) PRC Provisions. Notwithstanding anything in the Plan to the contrary and in accordance with Section 4.3 of the Plan, if you are a resident for tax purposes in the Peoples Republic of China
(“PRC”), you may exercise your option only by placing a market sell order with a broker with respect to Shares then issuable upon exercise of the option as described in Section 5.1 of the Plan. 

5. Tax Withholding. The Company has the authority to deduct or withhold money or shares subject to options, or require you to remit to the
Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes arising from this option. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold Shares
otherwise to be delivered with a fair market value equal to the minimum amount of the tax withholding obligation; or (ii) surrendering to the Company previously owned Shares with a fair market value equal to the minimum amount of the tax
withholding obligation. 
 6. Transferability. This option is generally not transferable. Any permitted transfer shall be subject
to the following conditions: that (a) the Committee receive evidence satisfactory to it that the transfer is being made for asset protection, estate and/or tax planning purposes (or to a “blind trust” in connection with your
termination of employment or service with the Company, a Subsidiary or a Related Entity to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful
issue of securities, and (b) after the transfer, you and the transferee comply with all of the original agreements and covenants granted by you in favor of the Company. 
 7. Personal Data. You acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. The Company, its Subsidiaries and Related
Entities hold certain personal information, including your name, home address and telephone number, date of birth, social security number or other tax identification number, nationality, title, any shares of stock awarded, cancelled, purchased,
vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”). The Company and its Subsidiaries and Related Entities will transfer Data to any third parties assisting the Company in the
implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the PRC or elsewhere such as the United States. You authorize them to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding
of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the
consent herein in writing by contacting the Company; however, withdrawing the consent may affect your ability to participate in the Plan. 
 8.
Voluntary Participation. Your participation in the Plan is voluntary. The value of the option is an extraordinary item of compensation outside the scope of your service to the Company, if any. As such, the option is not part of normal
or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided.

 9. Amendments. To protect your interests, unless otherwise agreed between you and the Company, any amendment to options already
granted to you requires your consent. 
 10. Governing Law. The Plan and this Agreement shall be construed in accordance with and
governed by the laws of Cayman Islands. Any dispute, controversy or claim arising out of or relating to 







 
the Plan and this Agreement, or the breach termination or invalidity thereof, shall be settled by arbitration in accordance with the UNICITRAL Arbitration Rules as at present in force and as may
be amended by the rest of this provision. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre. There shall be only one arbitrator.
The language to be used in the arbitral proceedings shall be English. 
 11. Provisions of the Plan Control. This option is
granted under and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of an
option under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of options or benefits in lieu of options in the future. Future grants of options, if any, will be at the sole discretion of the
Company, including, but not limited to, the timing of the grant, the number of options, vesting provisions, and the exercise price. By execution of this Agreement, you consent to the provisions of the Plan and this Agreement. Defined terms used
herein shall have the meaning set forth in the Plan, unless otherwise defined herein. 
 (Signature page to follow) 








			
	COMPANY:
	
	For and on Behalf of
	
	TIGER MEDIA, INC.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	ACKNOWLEDGED AND AGREED BY:
	
	  

	Name: