EX-10.4 Form of Voting Agreement






 




    Exhibit
10.4



 




    FORM OF
    VOTING AGREEMENT



 



    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).



 



    WHEREAS, each of Ideation Acquisition Corp. and certain of the
    Shareholders, among others, have entered into an Agreement and
    Plan of Merger, Conversion and Share Exchange,
    dated                    ,
    2009 (the “Share Exchange Agreement”)
    that provides for the acquisition of SearchMedia International
    Limited’s issued share capital and warrants by the Company
    through an exchange transaction; and



 



    WHEREAS, as a condition to the closing of the Share Exchange
    Agreement, the Shareholders have agreed to enter into this
    Agreement.



 



    NOW, THEREFORE, in consideration of the covenants, promises and
    representations set forth herein, and other good and valuable
    consideration, the receipt and sufficiency of which are hereby
    expressly and mutually acknowledged, and intending to be legally
    bound hereby, the parties hereto agree as follows:



 


		
	
    1.  
	
    REPRESENTATIONS
    AND WARRANTIES.




 



    Each of the parties hereto, by their respective execution and
    delivery of this Agreement, hereby represents and warrants to
    the other party hereto that:



 



    (a) such party has the full right, capacity and authority
    to enter into, deliver and perform this Agreement;



 



    (b) this Agreement has been duly executed and delivered by
    such party and is a binding and enforceable obligation of such
    party, enforceable against such party in accordance with the
    terms of this Agreement; and



 



    (c) the execution, delivery and performance of such
    party’s obligations under this Agreement will not require
    such party to obtain the consent, waiver or approval of any
    Person and will not violate, result in a breach of, or
    constitute a default under any statute, regulation, agreement,
    judgment, consent, or decree by which such party is bound.



 


		
	
    2.  
	
    SHARES
    SUBJECT TO AGREEMENT




 



    Each Shareholder, severally and not jointly, agrees to vote all
    of his, her or its voting shares of the Company then owned by
    such Shareholder, whether now owned or hereafter acquired
    (hereafter referred to as the “Voting
    Shares”), in accordance with the provisions of this
    Agreement.



 


		
	
    3.  
	
    OBLIGATIONS
    TO VOTE VOTING SHARES FOR SPECIFIC NOMINEE




 



    At any annual or special meeting called, or in connection with
    any other action (including the execution of written consents)
    taken for the purpose of electing directors to the board of
    directors of the Company (the “Board”),
    each of the Shareholders agrees, for a period commencing from
    the Closing Date of the Share Exchange Agreement and ending not
    sooner than the third anniversary of the Closing Date of the
    Share Exchange Agreement (the “Voting
    Period”), to vote all of his, her or its Voting
    Shares in favor of the persons nominated by the Ideation
    Representative and the SM Shareholders’ Representatives.




    

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    4.  
	
    OBLIGATIONS
    TO VOTE VOTING SHARES FOR REMOVAL OF DIRECTOR; FILLING
    VACANCIES




 



    During the Voting Period, the Ideation Representative and the SM
    Shareholders’ Representatives shall have the right to
    request the resignation or removal of their respective elected
    nominees to the Board (including, with respect to the SM
    Shareholders’ Representatives, the Director Nominees
    nominated by the SM Shareholders). In such event, each of the
    Shareholders agrees to vote all of his, her or its Voting Shares
    in a manner that would cause the removal of such director,
    whether at any annual or special meeting called, or, in
    connection with any other action (including the execution of
    written consents) taken for the purpose of removing such
    director. In the event of the resignation, death, removal or
    disqualification of any such elected nominee to the Board
    (including, with respect to the SM Shareholders’
    Representatives, the Director Nominees nominated by the SM
    Shareholders), the Ideation Representative or the SM
    Shareholders’ Representatives, as the case may be, shall
    promptly nominate a new director and, after written notice of
    the nomination has been given by the Ideation Representative or
    the SM Shareholders’ Representatives to the Shareholders,
    each Shareholder will vote all his, her or its Voting Shares to
    elect such nominee to the board of directors of the Company.



 


		
	
    5.  
	
    COVENANT
    TO VOTE




 



    Each Shareholder shall appear in person or by proxy at any
    annual or special meeting of shareholders of the Company for the
    purpose of obtaining a quorum and shall vote all Voting Shares
    owned by such Shareholder, either in person or by proxy, at any
    annual or special meeting of shareholders of the Company called
    for the purpose of voting on the election of directors or by
    written consent of shareholders with respect to the election of
    directors, in favor of the election of the persons nominated by
    the Ideation Representative and the SM Shareholders’
    Representatives. In addition, each Shareholder shall appear in
    person or proxy at any annual or special meeting of shareholders
    of the Company for the purpose of obtaining a quorum and shall
    vote, or shall execute and deliver a written consent with
    respect to, all Voting Shares owned by such Shareholder,
    entitled to vote upon any other matter submitted to a vote of
    shareholders of the Company in a manner so as to be consistent
    and not in conflict with, and to implement, the terms of this
    Agreement.



 


		
	
    6.  
	
    ADDITIONAL
    SHARES




 



    If, after the effective date hereof, the Shareholders or any of
    their affiliates acquire beneficial or record ownership of any
    additional shares of the Company (any such shares,
    “Additional Shares”), including, without
    limitation, upon exercise of any option, warrant or right to
    acquire shares of the Company or through any stock dividend or
    stock split, the provisions of this Agreement shall thereafter
    be applicable to such Additional Shares as if such Additional
    Shares had been held by the Shareholders as of the effective
    date hereof. The provisions of the immediately preceding
    sentence shall be effective with respect to Additional Shares
    without action by any person or entity immediately upon the
    acquisition by the Shareholders of the beneficial ownership of
    the Additional Shares. The Shareholders shall use reasonable
    efforts to cause any affiliate that acquires Additional Shares
    to enter into a written joinder to this Agreement substantially
    in the form attached hereto as Exhibit A.



 


		
	
    7.  
	
    TRANSFER
    RESTRICTIONS




 



    Each Shareholder agrees that he, she or it shall not transfer
    any Voting Shares unless he, she or it shall cause any
    transferee who acquires, in one or more transactions, more than
    500,000 shares of the Company from such Shareholder to
    execute and deliver a joinder substantially in the form of
    Exhibit A hereto to the Company. The foregoing
    restriction will not apply (a) to any transfers made in
    connection with an underwritten secondary offering of shares
    owned by any Shareholder or (b) to any sales or transfers
    by Shareholders in any open-market transaction. Each
    certificate, if any, representing any shares of the Company held
    by either party shall be endorsed with a legend reading
    substantially as follows:



 



    “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING
    AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST
    FROM THE ISSUER), AND BY




    

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    ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH
    INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY
    ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”



 


		
	
    8.  
	
    TERMINATION




 



    This Agreement shall commence on the Closing Date of the Share
    Exchange Agreement and continue in force and effect until the
    earlier of (i) the third anniversary of the Closing Date,
    or (ii) a Change of Control that results in the issuance of
    the Maximum Earn-Out Shares pursuant to Section 5.2(b)(v)
    of the Share Exchange Agreement. Upon the termination of this
    Agreement, except as otherwise set forth herein, the
    restrictions and obligations set forth herein shall terminate
    and be of no further effect, except that such termination shall
    not affect rights perfected or obligations incurred under this
    Agreement prior to such termination.



 


		
	
    9.  
	
    GENERAL
    PROVISIONS




 



    (a) Notices.  Unless otherwise provided
    herein, all notices, requests, waivers and other communications
    made pursuant to this Agreement will be in writing and will be
    given in accordance with the notice provisions of the Share
    Exchange Agreement.



 



    (b) Captions and Headings.  The captions
    and headings used in this Agreement are used for convenience
    only and are not to be considered in construing or interpreting
    this Agreement.



 



    (c) Enforceability; Severability.  The
    parties hereto agree that each provision of this Agreement will
    be interpreted in such a manner as to be effective and valid
    under applicable law. If one or more provisions of this
    Agreement are nevertheless held to be prohibited, invalid or
    unenforceable under applicable law, such provision will be
    effective to the fullest extent possible excluding the terms
    affected by such prohibition, invalidity or unenforceability,
    without invalidating the remainder of such provision or the
    remaining provisions of this Agreement. If the prohibition,
    invalidity or unenforceability referred to in the prior sentence
    requires such provision to be excluded from this Agreement in
    its entirety, the balance of the Agreement will be interpreted
    as if such provision were so excluded and will be enforceable in
    accordance with its terms.



 



    (d) Entire Agreement.  This Agreement
    constitutes the entire agreement among the parties with respect
    to the subject matter hereof and no party will be liable or
    bound to any other party in any manner by any warranties,
    representations or covenants except as specifically set forth
    herein.



 



    (e) Equitable Relief.  The parties hereto
    recognize that, if such party fails to perform or discharge any
    of its obligations under this Agreement, any remedy at law may
    prove to be inadequate relief to the other parties. Each party
    hereto therefore agrees that the other parties are entitled to
    seek temporary and permanent injunctive relief and any other
    equitable remedy a court of competent jurisdiction may deem
    appropriate in any such case.



 



    (f) Manner of Voting.  The voting of
    shares pursuant to this Agreement may be effected in person, by
    proxy, by written consent or in any other manner permitted by
    applicable law.



 



    (g) Governing Law.  This Agreement shall
    be construed in accordance with, and governed in all respects
    by, the laws of the State of New York.



 



    (h) Disputes.  Except with respect to
    equitable relief as provided for herein, any controversy or
    claim arising out of or relating to this contract, or the breach
    thereof, shall be determined by arbitration administered by the
    International Centre for Dispute Resolution in accordance with
    its International Arbitration Rules. The number of arbitrators
    shall be three. The place of arbitration shall be New York City,
    New York, United States of America. The language of the
    arbitration shall be English.



 



    (i) Delays or Omissions.  No delay or
    omission to exercise any right, power or remedy accruing to any
    party under this Agreement, or upon any breach or default of any
    other party under this Agreement, will impair any such right,
    power or remedy of such non-breaching or non-defaulting party
    nor will it be construed to be a waiver of any such breach or
    default, or an acquiescence therein, or of or in any similar
    breach or




    

    F-3








 






    default thereafter occurring; nor will any waiver of any single
    breach or default be deemed a waiver of any other breach or
    default theretofore or thereafter occurring. Any waiver, permit,
    consent or approval of any kind or character on the part of any
    party of any provisions or conditions of this Agreement, must be
    in writing and will be effective only to the extent specifically
    set forth in such writing. Except as otherwise set forth herein,
    all remedies, either under this Agreement or by Law or otherwise
    afforded to any party, will be cumulative and not alternative.



 



    (j) Counterparts.  This Agreement may be
    executed in any number of counterparts, each of which shall be
    deemed an original, and all of which together shall constitute
    one instrument.



 



    (k) Amendments.  Any term of this
    Agreement may be amended only with the written consent of the
    parties hereto.



 



    (l) No Third Party Beneficiaries.  This
    Agreement is made and entered into for the sole protection and
    benefit of the parties hereto, their successors, assigns and
    heirs, and no other person or entity shall have any right or
    action under this Agreement.



 



    (m) Controlling Agreement.  To the extent
    the terms of this Agreement (as amended, supplemented, restated
    or otherwise modified from time to time) directly conflicts with
    a provision in the Share Exchange Agreement, the terms of this
    Agreement shall control.



 




    [Signatures
    begin on next page.]




    

    F-4








 






    IN WITNESS WHEREOF, the Parties hereto have caused this
    Agreement to be duly executed by their respective authorized
    signatories as of the date first indicated above.



 



    SEARCHMEDIA HOLDINGS LIMITED



 



    By: ­
    ­




    Name:




    Title:



 



    SHAREHOLDERS:



 



     ­
    ­




    QINYING LIU



 



     ­
    ­




    LE YANG



 



    CHINA SEED VENTURES MANAGEMENT LIMITED, as general
    partner for and on behalf of




    CHINA SEED VENTURES, L.P.



 



    By: ­
    ­




    Name:  Earl Yen




    Title:     Managing Director




    

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    GENTFULL INVESTMENT LIMITED



 


			
	 	    By: 
	
    






    Name:  Mr. Alex Mong




    Title:     Director



 


			
	 	    By: 
	
    






    Name:  Mr. Eric Chung




    Title:     Director



 



    GAVAST ESTATES LIMITED



 


			
	 	    By: 
	
    






    Name:  Mr. K.L. Wong




    Title:     Director



 


			
	 	    By: 
	
    






    Name:  Mr. YUEN Yui Wing




    Title:     Director



 



    LINDEN VENTURES II (BVI), LTD.



 


			
	 	    By: 
	
    






    Name:




    Title: Authorized Signatory




    

    F-6








 






    FROST GAMMA INVESTMENTS TRUST



 


			
	 	    By: 
	
    






    Name:




    Title:



 


			
	 	     
	
    






    ROBERT N. FRIED



 


			
	 	     
	
    






    SUBBARAO UPPALURI



 


			
	 	     
	
    






    STEVEN D. RUBIN



 


			
	 	     
	
    






    JANE HSIAO




    

    F-7








 





 




    Exhibit A



 



    Joinder to Voting Agreement



 



    By execution of this Joinder, the undersigned (the
    “Shareholder”) hereby joins in, agrees to become a
    party to, be bound by, and subject to, all of the covenants,
    terms and conditions of that certain Voting Agreement, dated as
    of          ,
    2009 (as the same may be amended, supplemented or otherwise
    modified from time to time, the “Voting Agreement”),
    by and among SearchMedia Holdings Limited, a Cayman Islands
    company, and certain of its shareholders in the same manner as
    if the Shareholder were an original signatory to such Voting
    Agreement.



 



    The Shareholder shall have all the rights, and shall observe all
    the obligations, applicable to a Shareholder under the Voting
    Agreement.



 



    The Shareholder represents and warrants that he/she/it has
    received a copy of, and has reviewed the terms of, the Voting
    Agreement.



 



    All questions concerning the construction, validity and
    interpretation of this Joinder will be governed by and construed
    in accordance with the internal laws of the state of New York.



 



    IN WITNESS WHEREOF, the Shareholder has executed this
    Joinder as of
    this          
    day
    of          ,          .



 



    SHAREHOLDER



 



    with copies to:



 





 





 





			
	 	    By: 
	








 



    Address for




    Notices:




    

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