EX-10.2 Form of Lock-Up








    Exhibit
10.2



 




    FORM OF
    LOCK-UP
    AGREEMENT



 



    This Lock-Up
    Agreement (this “Agreement”) is dated as
    of          ,
    2009 and made by the shareholder set forth on the signature page
    to this Agreement (the
    “Holder”)3.

    Any and all capitalized terms used but not otherwise defined
    herein shall have the meaning ascribed to such terms in the
    Share Exchange Agreement (as defined below).



 



    WHEREAS, Ideation Acquisition Corp., a Delaware corporation
    (“Ideation”) has entered into that
    certain Agreement and Plan of Merger, Conversion and Share
    Exchange,
    dated          ,
    2009 (the “Share Exchange Agreement”),
    by and among Ideation, ID Arizona Corp., an Arizona corporation
    and a wholly-owned subsidiary of Ideation, SearchMedia
    International Limited, an exempted limited company incorporated
    under the laws of the Cayman Islands
    (“SearchMedia”) and the other parties
    thereto.



 



    WHEREAS, the execution and delivery of this Agreement by the
    undersigned is a condition to the closing of the Share Exchange
    Agreement.



 



    NOW THEREFORE, in consideration of the mutual covenants and
    agreements set forth herein, and other good and valuable
    consideration, the receipt and sufficiency of which is hereby
    acknowledged, the parties, intending to be legally bound, agree
    as follows:



 



    1. Representations and Warranties.  The
    undersigned hereby represents and warrants that the undersigned
    has full power and authority to enter into this Agreement. This
    Agreement and the terms, covenants, provisions and conditions
    hereof shall be binding upon, and shall inure to the benefit of,
    the respective heirs, successors and assigns of the parties
    hereto.



 



    2. Lock-Up.  Following
    the Closing, and until the six (6) month anniversary of the
    Closing with respect to twenty-five percent (25%) of the Shares
    (as defined below) and until the one (1) year anniversary
    of the Closing with respect to the remaining seventy-five
    percent (75%) of the Shares, the undersigned will not, directly
    or indirectly:



 



    (a) offer for sale, sell, pledge or otherwise dispose of
    (or enter into any transaction or device that is designed to, or
    could be expected to, result in the disposition by any person at
    any time in the future of) any shares of SearchMedia Holdings
    Limited, an exempted limited company registered or to be
    registered by way of continuation under the laws of the Cayman
    Islands (the “Company”) or any other
    securities convertible into or exercisable or exchangeable for
    shares of the Company which are beneficially owned
    and/or
    acquired as of the date of this Agreement or underlying any
    security acquired as of the date of this Agreement
    (collectively, the “Shares”), including,
    without limitation, Shares that may be deemed to be beneficially
    owned by the undersigned in accordance with the rules and
    regulations of the U.S. Securities and Exchange Commission
    and Shares that may be issued upon exercise of any options or
    warrants, or securities convertible into or exercisable or
    exchangeable for Shares;



 



    (b) enter into any swap or other derivatives transaction
    that transfers to another, in whole or in part, any of the
    economic benefits or risks of ownership of Shares, whether any
    such transaction is to be settled by delivery of Shares or other
    securities, in cash or otherwise; or



 



    (c) publicly disclose the intention to do any of the
    foregoing.



 



    The restrictions on the actions set forth in clauses (a)
    through (c) above shall expire with respect to 25% of the
    Shares on the six (6) month anniversary of the Closing.
    Furthermore, such restrictions shall not apply to:
    (i) transfers of Shares as a bona fide gift;
    (ii) transfers of Shares to any trust, partnership, limited
    liability company or other entity for the direct or indirect
    benefit of the undersigned or the immediate family of the
    undersigned; (iii) transfers of Shares to any beneficiary
    of the undersigned pursuant to a will, trust instrument


 

 


    3 This

    form of
    lock-up
    applies to China Seed Ventures, Deutsche Bank, Nanfung and
    Linden Ventures, provided that with respect to Section 2,
    Linden Ventures will only be subject to a 6 month
    lock-up
    period.




    

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    or other testamentary document or applicable laws of descent;
    (iv) transfers of Shares to the Company by way of
    repurchase or redemption; (v) transfers of Shares to any
    Affiliate of the undersigned; (vi) transfers of Shares by
    the undersigned that are in compliance with applicable federal
    and state securities laws; or (vii) transfer of Shares by
    the undersigned pursuant to an underwritten secondary offering
    provided that, in the case of any transfer or distribution
    pursuant to clause (i), (ii), (iii), (v) or
    (vi) above, each donee, distributee or transferee shall
    sign and deliver to the Company, prior to such transfer, a
    lock-up
    agreement substantially in the form of this Agreement. For
    purposes of this Agreement, “immediate family” shall
    mean any relationship by blood, marriage, domestic partnership
    or adoption, not more remote than first cousin.



 



    3. Follow-On Offering.  After the six
    (6) month anniversary of the Closing and until the one
    (1) year anniversary of the Closing, the restrictions set
    forth in Section 2 in respect of 75% of the Shares may be
    released with respect to some or all of the Shares, upon the
    consent of the members of the Board of Directors of the Company
    designated by the Ideation Representative, in connection with a
    follow-on public offering of registered securities on
    Form F-3
    or other short-form registration statement.



 



    4. Right to Decline Transfer.  The Company
    and its transfer agent on its behalf are hereby authorized
    (a) to decline to register any transfer of securities if
    such transfer would constitute a violation or breach of this
    Agreement and (b) to imprint on any certificate
    representing Shares a legend describing the restrictions
    contained herein.



 



    5. 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, provided that the address for notices to the
    Holder shall be as set forth on the signature page hereto.



 



    6. Counterparts.  This Agreement may be
    executed in facsimile and in any number of counterparts, each of
    which when so executed and delivered shall be deemed an
    original, but all of which shall together constitute one and the
    same agreement.



 



    7. Severability.  If any provision of this
    Agreement is held to be invalid or unenforceable for any reason,
    such provision will be conformed to prevailing law rather than
    voided, if possible, in order to achieve the intent of the
    parties and, in any event, the remaining provisions of this
    Agreement shall remain in full force and effect and shall be
    binding upon the parties hereto.



 



    8. Amendment.  This Agreement may be
    amended or modified by written agreement executed by the
    undersigned and the Company.



 



    9. Further Assurances.  Each party shall
    do and perform, or cause to be done and performed, all such
    further acts and things, and shall execute and deliver all such
    other agreements, certificates, instruments and documents, as
    any other party may reasonably request in order to carry out the
    intent and accomplish the purposes of this Agreement and the
    consummation of the transactions contemplated hereby.



 



    10. Governing Law.  The terms and
    provisions of this Agreement shall be construed in accordance
    with the laws of the State of New York.




    

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    IN WITNESS WHEREOF, the undersigned has caused this Agreement to
    be duly executed as of the date first indicated above.



 



    HOLDER:



 


			
	 	    By:  
	
    





			
	 	    Print Name:  
	
    





			
	 	    Print Title (if applicable):  
	
    





			
	 	    Name of Entity (if applicable):  
	
    





			
	 	    Address:  
	
    





			
	 	              
	
    





			
	 	    Date:  
	
    






    

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