EX-10.1 Form of Registration Rights Agreement






 




    Annex
    H



 




    FORM OF
    REGISTRATION RIGHTS AGREEMENT



 



    This Registration Rights Agreement (the
    “Agreement”) is dated as of
    [ • ], 2009, by and among SearchMedia Holdings
    Limited, a company with limited liability organized under the
    laws of the Cayman Islands, or its successors (the
    “Company” or “ID Cayman”), and
    the shareholders of the Company listed on Schedule A of
    this Agreement. Each of the shareholders listed on
    Schedule A is sometimes referred to herein as a
    “Shareholder”, and collectively as the
    “Shareholders”.



 




    RECITALS



 



    WHEREAS, the Company has entered into an Agreement and Plan of
    Merger, Conversion and Share Exchange which contemplates the
    (i) merger of Ideation Acquisition Corp. into its wholly
    owned Arizona subsidiary (“ID Arizona”)
    pursuant to Section 253 of the General Corporate Law of the
    State of Delaware and
    Section 10-1104
    of the Arizona Revised Statutes, (ii) the subsequent
    conversion of ID Arizona into a Cayman Islands company by a
    transfer of domicile pursuant to
    Section 10-226
    of the Arizona Revised Statutes, (iii) the registration and
    continuation of ID Arizona as a Cayman Islands company pursuant
    to Section 221 of the Cayman Companies Law, and
    (iv) the acquisition by ID Cayman of the operations and
    business of SearchMedia International Limited, a limited company
    incorporated in the Cayman Islands, by way of a share exchange
    (collectively, the “Business Combination”).



 



    WHEREAS, the Company and the Shareholders desire to enter into
    this Agreement in order to, among other things, reflect the
    registration rights to be provided to the Shareholders in
    connection with the shares of ID Cayman and warrants to purchase
    shares of ID Cayman to be issued to the Shareholders in
    connection with the Business Combination and the other
    transactions contemplated in connection therewith.



 



    NOW, THEREFORE, in consideration of the mutual promises and
    covenants and agreements set forth herein, the Company and the
    Shareholders hereby agree as follows:



 




    AGREEMENT



 


		
	
    1.  
    
	
    Registration
    Rights.




 



    1.1  Definitions.  For
    purposes of this Section 1:



 



    (a) Adverse Disclosure.  The term
    “Adverse Disclosure” means public
    disclosure of material non-public information, which disclosure
    in the good faith judgment of the board of directors of the
    Company after consultation with counsel to the Company
    (i) would be required to be made in any Registration
    Statement (as defined in subsection 1.1(i)) so that such
    Registration Statement would not be materially misleading,
    (ii) would not be required to be made at such time but for
    the filing of such Registration Statement and (iii) the
    Company has a bona fide business purpose for not disclosing
    publicly.



 



    (b) Business Day.  The term
    “Business Day” means a day, excluding a
    Saturday, Sunday, legal holiday or other day on which banks are
    required to be closed in the PRC, Hong Kong or New York.



 



    (c) Demand Notice.  The term
    “Demand Notice” means a written notice
    executed by Holders of more than 50% of the Registrable
    Securities Then Outstanding (as defined in subsection 1.1(k)
    below) (the “Requesting Holders”).



 



    (d) Effective Date.  The term
    “Effective Date” means with respect to
    any Registration Statement the earlier of (i) the one
    hundred twentieth (120th) day following the Filing Date (as
    defined below) or (ii) in the event the Registration
    Statement receives a “full review” by the SEC, the one
    hundred fiftieth (150th) day following the Filing Date or
    (iii) the date which is within three Business Days after
    the date on which the SEC informs the Company the (x) the
    SEC will not review a Registration Statement or (y) the
    Company may request the acceleration of the effectiveness of a
    Registration Statement and the




    

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    Company makes such request; provided, that, in any event
    (i), (ii) or (iii), if the Effective Date falls on a
    Saturday, Sunday or any other day that is a legal holiday or a
    day on which the SEC is authorized or required by law or other
    government action to close, the Effective Date shall be the
    following Business Day.



 



    (e) Filing Date.  The term
    “Filing Date” means the sixtieth
    (60th)

    day following the delivery date of a Demand Notice or such later
    date as specified in the Demand Notice or as agreed by the
    Requesting Holders; provided, that, if the Filing Date
    falls on a Saturday, Sunday or any other day that is a legal
    holiday or a day on which the SEC is authorized or required by
    law or other government action to close, the Filing Date shall
    be the following Business Day.



 



    (f) Holder.  For purposes of this
    Section 1 and Section 2 hereof, the term
    “Holder” or “Holders” means
    any Person or Persons owning of record Registrable Securities
    (as defined in subsection 1.1(k) below) or any assignee of
    record of such Registrable Securities to whom rights under this
    Section 1 have been duly assigned in accordance with this
    Agreement; provided, however, that for purposes of
    this Agreement, a record holder of securities convertible into
    such Registrable Securities shall be deemed to be the Holder of
    such Registrable Securities.



 



    (g) New Warrants.  The term
    “New Warrants” means (i) the warrants to
    acquire Ordinary Shares to be issued to China Seed Ventures,
    L.P. as a result of the Business Combination, (ii) the
    warrants to acquire Ordinary Shares to be issued to Deutsche
    Bank AG, Hong Kong Branch, as a result of the Business
    Combination, and (iii) the warrants to acquire Ordinary
    Shares to be issued to Linden Ventures II (BVI) Ltd. as a
    result of the Business Combination.



 



    (h) Ordinary Shares.  The term
    “Ordinary Shares” refers to the ordinary
    shares, par value US$0.0001 per share, in the capital of ID
    Cayman.



 



    (i) Registration.  The terms
    “register,”
    “registered,” and
    “registration” refer to a registration
    effected by preparing and filing a Registration Statement in
    compliance with the Securities Act, and the declaration or
    ordering of effectiveness of such Registration Statement.



 



    (j) Registration Statement.  A
    “Registration Statement” is any
    registration statement filed pursuant to Section 1.2 of
    this Agreement.



 



    (k) Registrable Securities.  The
    term “Registrable Securities” means:
    (i) any and all Ordinary Shares beneficially owned by the
    Shareholders as a result of the Business Combination,
    (ii) any Ordinary Shares issued as (or issuable upon the
    conversion or exercise of any warrant, right or other security
    which is issued as) a dividend or other distribution with
    respect to, in exchange for or in replacement of, all such
    Ordinary Shares described in clause (i) of this subsection
    (k), (iii) any Ordinary Shares issued or issuable to the
    Shareholders pursuant to the New Warrants and (iv) any
    Ordinary Shares issued or issuable to a Shareholder upon the
    conversion of any preferred shares of the Company issued to such
    Shareholder in connection with the Business Combination;
    provided, however, that Registrable Securities
    shall cease to be Registrable Securities upon the earlier of
    (i) when, with respect to any Holder of Registrable
    Securities, in the reasonable opinion of counsel to the Company,
    all Registrable Securities proposed to be sold by such Holder
    may then be sold pursuant to Rule 144 without any
    limitations and (ii) the date as of which all of the
    Registrable Securities have been sold pursuant to a Registration
    Statement, provided, further, that
    “Registrable Securities” shall exclude in all cases
    any Registrable Securities transferred by a Holder of
    Registrable Securities or any other Person in a transaction
    other than an assignment pursuant to Section 2.11.



 



    (l) Registrable Securities Then
    Outstanding.  The term “Registrable
    Securities Then Outstanding” means the number of
    Ordinary Shares of the Company that are Registrable Securities
    and are then issued and outstanding or would be outstanding
    assuming full conversion of all securities, warrants or other
    rights which are, directly or indirectly, convertible,
    exercisable or exchangeable into or for Registrable Securities.




    

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    (m) Rule 415.  The term
    “Rule 415” means Rule 415
    promulgated by the SEC pursuant to the Securities Act, as such
    Rule may be amended from time to time, or any similar rule or
    regulation hereafter adopted by the SEC having substantially the
    same effect as such Rule.



 



    (n) Securities Act.  The term
    “Securities Act” means the Securities
    Act of 1933, as amended.



 



    (o) SEC. The term “SEC”
    means the United States Securities and Exchange Commission.



 



    1.2 Demand Registration.



 



    (a) Registration.  If a Demand
    Notice is delivered by the Requesting Holders, then on or prior
    to the Filing Date, the Company shall use its commercially
    reasonable efforts to prepare and file with the SEC a
    “resale” Registration Statement providing for the
    resale of all Registrable Securities for an offering to be made
    on a continuous basis pursuant to Rule 415. Such
    Registration Statement shall be on
    Form F-3
    (except if the Company is not then eligible to register the
    Registrable Securities on
    Form F-3,
    such registration shall be on an appropriate form in accordance
    herewith and the Securities Act and the rules promulgated
    thereunder). The Company shall use its commercially reasonable
    efforts to cause such Registration Statement to be declared
    effective under the Securities Act as promptly as possible after
    the filing thereof, but in any event prior to the Effective
    Date, and to keep such Registration Statement continuously
    effective under the Securities Act until such date as is the
    earlier of (x) the date when all Registrable Securities
    covered by such Registration Statement have been sold or
    (y) the date on which the Registrable Securities may be
    sold without any restriction pursuant to Rule 144 of the
    Securities Act as determined by the counsel to the Company
    pursuant to a written opinion letter, addressed to the
    Company’s transfer agent to such effect (the
    “Effective Period”). The Company shall request
    that the effective time of any such Registration Statement be no
    later than 5:00 p.m. Eastern Time on the Effective
    Date.



 



    (b) In the event that the Company is unable to register all
    of the Registrable Securities for resale under Rule 415 due
    to limits imposed by the SEC’s interpretation of
    Rule 415, the Company will file a Registration Statement
    under the Securities Act with the SEC covering the resale by the
    Holders of such lesser amount of the Registrable Securities as
    the Company is able to register pursuant to the SEC’s
    interpretation of Rule 415 and use its commercially
    reasonable efforts to have such Registration Statement declared
    effective as promptly as possible and, when permitted to do so
    by the SEC, to file subsequent registration statement(s) under
    the Securities Act with the SEC covering the resale of any
    Registrable Securities that were omitted from previous
    registration statement(s) and use its commercially reasonable
    efforts to have such registration declared effective as promptly
    as possible thereafter. In furtherance of the Company’s
    obligations set forth in the preceding sentence, the parties
    agree that in the event that any Holder shall deliver to the
    Company a written notice at any time after the later of
    (x) the date which is six months after the Effective Date
    of the latest Registration Statement filed pursuant to
    Section 1.2(a) or 1.2(b) hereof, as applicable, or
    (y) the date on which all Registrable Securities registered
    on all of the prior Registration Statements filed pursuant to
    Section 1.2(a) and 1.2(b) hereof are sold, that the Company
    shall file, within thirty (30) days following the date of
    receipt of such written notice, an additional Registration
    Statement registering all Registrable Securities that were
    omitted from the initial Registration Statement.



 



    (c) The Company shall pay all expenses incurred in
    complying with Sections 1.2 and 1.3 hereof (other than
    taxes and underwriting discounts and commissions related to the
    sale of Registrable Securities), including, without limitation,
    all registration and filing fees, printing, duplicating, word
    processing, facsimile and delivery expenses, fees and
    disbursements of counsel for the Company, reasonable fees and
    disbursements of one counsel representing all Holders
    participating in the Registration, “blue sky” fees and
    expenses and the expense of any special audits incident to or
    required by any such registration (but excluding the
    compensation of regular employees of the Company which shall be
    paid in any event by the Company). Notwithstanding the
    foregoing, the Company shall not be required to pay the expenses
    of any registration proceeding begun pursuant to this
    Section 1.2 if the registration request is subsequently
    withdrawn at the request of the Holders of at least 50% of the
    Registrable Securities Then Outstanding to be registered.



 



    (d) Notwithstanding anything to the contrary contained in
    this Agreement, if the filing, initial effectiveness or
    continued use of the Registration Statement referred to in this
    Section 1.2 at any time would




    

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    require the Company to make an Adverse Disclosure or would
    require the inclusion in such Registration Statement of
    financial statements that are unavailable to the Company for
    reasons beyond the Company’s control, the Company may, upon
    giving prompt written notice of such action to the Holders,
    delay the filing or initial effectiveness of, or suspend use of,
    the Registration Statement; provided, however, that the Company
    shall not be permitted to do so for more than 90 consecutive
    days during any 12 month period. In the event the Company
    exercises its rights under the preceding sentence, the Holders
    agree to suspend, immediately upon their receipt of the notice
    referred to above, their use of the prospectus relating to the
    Registration in connection with any sale or offer to sell
    Registrable Securities. The Company shall immediately notify the
    Holders upon the expiration of any period during which it
    exercised its rights under this Section 1.2(d).



 



    1.3 Piggyback Registrations.



 



    (a) If at any time during the Effective Period there is not
    an effective registration statement covering all the Registrable
    Securities and the Company shall determine to file a
    registration statement under the Securities Act for purposes of
    effecting a public offering of securities of the Company
    (including, but not limited to, registration statements relating
    to secondary offerings of securities of the Company, but
    excluding registration statements relating to (i) any
    employee benefit plan or (ii) a corporate reorganization,
    merger or acquisition), then the Company shall notify all
    Holders in writing at least thirty (30) calendar days prior
    to such filing and will afford each such Holder an opportunity
    to include in such registration statement all or any part of the
    Registrable Securities then held by such Holder. Each Holder
    desiring to include in any such registration statement all or
    any part of the Registrable Securities held by such Holder
    shall, within twenty (20) calendar days after receipt of
    the above-described notice from the Company, so notify the
    Company in writing, and in such notice shall inform the Company
    of the number of Registrable Securities such Holder wishes to
    include in such registration statement. If a Holder decides not
    to include all of its Registrable Securities in any registration
    statement thereafter filed by the Company, such Holder shall
    nevertheless continue to have the right to include its
    Registrable Securities in any subsequent registration statement
    or registration statements as may be filed by the Company with
    respect to offerings of its securities, all upon the terms and
    conditions set forth herein.



 



    (b) If a registration statement under which the Company
    gives notice under this Section 1.3 is for an underwritten
    offering, then the Company shall so advise the Holders of
    Registrable Securities. In such event, the right of any such
    Holder to include its Registrable Securities in a registration
    pursuant to this Section 1.3 shall be conditioned upon such
    Holder’s participation in such underwriting and the
    inclusion of such Holder’s Registrable Securities in the
    underwriting to the extent provided herein. All Holders
    proposing to distribute their Registrable Securities through
    such underwriting shall enter into an underwriting agreement in
    customary form with the managing underwriter or underwriter(s)
    selected by the Company for such underwriting. Notwithstanding
    any other provision of this Agreement, if the managing
    underwriter(s) determine(s) in good faith that marketing factors
    require a limitation of the number of shares to be underwritten,
    then the managing underwriter(s) may exclude shares (including
    Registrable Securities) from the registration and the
    underwriting, and the number of shares that may be included in
    the registration and the underwriting shall be allocated,
    (i) with respect to a registration statement initiated by
    the Company for its own account, first, to the Company,
    second, to the Holders of securities who have obtained
    piggy-back registration rights prior to or at the date of this
    Agreement, if any, including the Registrable Securities, as to
    which registration has been requested pursuant to written
    contractual piggy-back registration rights (pro rata in
    accordance with the number of securities which each such Person
    has actually requested to be included in such registration,
    regardless of the number of securities with respect to which
    such Persons have the right to request such inclusion), and
    third, to holders of other securities of the Company,
    provided that the number of shares of Registrable Securities to
    be included in such underwriting and registration shall not be
    reduced unless all shares that are not Registrable Securities
    and are held by any person who is an employee, officer or
    director of the Company or any subsidiary of the Company are
    first entirely excluded from the underwriting and registration;
    and (ii) with respect to a registration statement initiated
    by the Company for the account of third parties exercising
    demand registration rights, first, to such third parties,
    and second, to each of the Holders requesting inclusion
    of their Registrable Securities in such registration statement
    on a pro rata basis based on the total number of Registrable
    Securities then held by each such Holder. If any Holder
    disapproves of the




    

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    terms of any such underwriting, such Holder may elect to
    withdraw therefrom by written notice to the Company and the
    underwriter, delivered at least ten (10) Business Days
    prior to the Effective Date of the registration statement. Any
    Registrable Securities excluded or withdrawn from such
    underwriting shall be excluded and withdrawn from the
    registration.



 



    (c) With respect to a Registration Statement initiated by
    the Company for its own account, the Company shall have the
    right to terminate or withdraw such Registration anytime prior
    to the effectiveness of the Registration Statement, whether or
    not any Holder has elected to participate therein.



 



    (d) With respect to a registration statement initiated by
    the Company for the account of third parties exercising demand
    registration rights, if the filing, initial effectiveness or
    continued use of the Registration Statement referred to in this
    Section 1.3 at any time would require the Company to make
    an Adverse Disclosure or would require the inclusion in such
    Registration Statement of financial statements that are
    unavailable to the Company for reasons beyond the Company’s
    control, the Company may, upon giving prompt written notice of
    such action to the Holders, delay the filing or initial
    effectiveness of, or suspend use of, the Registration Statement,
    provided that such delay shall be subject to the
    restrictions pursuant to the registration rights agreement
    between the Company and such third parties. In the event the
    Company exercises its rights under the preceding sentence, the
    Holders agree to suspend, immediately upon their receipt of the
    notice referred to above, their use of the prospectus relating
    to the Registration in connection with any sale or offer to sell
    Registrable Securities. The Company shall immediately notify the
    Holders upon the expiration of any period during which it
    exercised its rights under this Section 1.3(d).



 



    1.4 Obligations of the
    Company.  Whenever required to effect the
    registration of any Registrable Securities under this Agreement,
    the Company shall, subject to Section 1.2(d) and
    Sections 1.3(c) and 1.3(d), as expeditiously as
    commercially reasonably possible:



 



    (a) prepare and file with the SEC a registration statement
    with respect to such Registrable Securities and use its
    commercially reasonable efforts to cause such registration
    statement to become effective, and keep such registration
    statement effective until the end of the Effective Period;



 



    (b) prepare and file with the SEC such amendments and
    supplements to such registration statement and the prospectus
    used in connection with such registration statement as may be
    necessary to comply with the provisions of the Securities Act
    with respect to the disposition of all securities covered by
    such registration statement;



 



    (c) furnish to the Holders such number of copies of a
    prospectus, including a preliminary prospectus, in conformity
    with the requirements of the Securities Act, and such other
    documents as they may reasonably request in order to facilitate
    the disposition of the Registrable Securities owned by them that
    are included in such registration;



 



    (d) use its commercially reasonable efforts to register and
    qualify the securities covered by such registration statement
    under such other securities laws of such jurisdictions as shall
    be reasonably requested by the Holders, provided that the
    Company shall not be required in connection therewith or as a
    condition thereto to qualify to do business or to file a general
    consent to service of process in any such jurisdictions;



 



    (e) in the event of any underwritten public offering, enter
    into and perform its obligations under an underwriting
    agreement, in usual and customary form, with the managing
    underwriter(s) of such offering (it being understood and agreed
    that, as a condition to the Company’s obligations under
    this clause (e), each Holder participating in such underwriting
    shall also enter into and perform its obligations under such an
    agreement);



 



    (f) make commercially reasonable efforts to notify (at
    least one Business Day in advance) each Holder of Registrable
    Securities covered by such registration statement at any time
    when a prospectus relating thereto is required to be delivered
    under the Securities Act of the happening of any event as a
    result of which the prospectus included in such registration
    statement, as then in effect, includes an untrue statement of a
    material fact or omits to state a material fact required to be
    stated therein or




    

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    necessary to make the statements therein not misleading in the
    light of the circumstances then existing, and the Company will
    use commercially reasonable efforts to amend or supplement such
    prospectus in order to cause such prospectus not to include any
    untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary to make the
    statements therein not misleading in the light of the
    circumstances then existing;



 



    (g) furnish, at the request of any Holder requesting
    registration of Registrable Securities, on the date that such
    Registrable Securities are delivered to the underwriters for
    sale, if such securities are being sold through underwriters,
    or, if such securities are not being sold through underwriters,
    on the date that the registration statement with respect to such
    securities becomes effective, (i) an opinion, dated as of
    such date, of the counsel representing the Company for the
    purposes of such registration, in form and substance as is
    customarily given to underwriters in an underwritten public
    offering and reasonably satisfactory to a majority in interest
    of the Holders of Registrable Securities Then Outstanding
    requesting registration, addressed to the underwriters, if any,
    and to the Holders requesting registration of Registrable
    Securities and (ii) a “comfort” letter dated as
    of such date, from the independent certified public accountants
    of the Company, in form and substance as is customarily given by
    independent certified public accountants to underwriters in an
    underwritten public offering and reasonably satisfactory to a
    majority in interest of the Holders of Registrable Securities
    Then Outstanding requesting registration, addressed to the
    underwriters, if any, and to the Holders requesting registration
    of Registrable Securities;



 



    (h) the Company may require each selling Holder to furnish
    to the Company information regarding such Holder and the
    distribution of such Registrable Securities as is required by
    law to be disclosed in any registration statement, prospectus,
    or any amendment or supplement thereto, and the Company may
    exclude from such registration the Registrable Securities of any
    such Holder who unreasonably fails to furnish such information
    within a reasonable time after receiving such request; and



 



    (i) use its commercially reasonable efforts to list such
    Registrable Securities on each securities exchange on which the
    Ordinary Shares (including American depositary shares
    representing the Ordinary Shares) are then listed.



 



    1.5 Furnish Information.  It shall
    be a condition precedent to the obligations of the Company to
    take any action pursuant to Sections 1.2 or 1.3 hereof that
    the selling Holders shall furnish to the Company such
    information regarding themselves, the Registrable Securities
    held by them and the intended method of disposition of such
    securities as shall be reasonably required to timely effect the
    registration of their Registrable Securities.



 



    1.6 Review by Counsel.  In
    connection with the preparation and filing of each Registration
    Statement registering Registrable Securities under the
    Securities Act, each Holder of Registrable Securities and
    counsel for such Holder shall be permitted to review such
    Registration Statement, each prospectus included therein or
    filed with the SEC, and each amendment thereof or supplement
    thereto a reasonable period of time (but not less than 5
    Business Days) prior to their filing with the SEC.



 



    1.7 Delay of Registration.  No
    Holder shall have any right to obtain or seek an injunction
    restraining or otherwise delaying any such registration as the
    result of any controversy that might arise with respect to the
    interpretation or implementation of this Section 1.



 



    1.8 Indemnification.  In the event
    any Registrable Securities are included in a registration
    statement under Sections 1.2 or 1.3 hereof:



 



    (a) By the Company.  Except as
    prohibited by law, the Company will indemnify and hold harmless
    each Holder, the partners, officers and directors of each
    Holder, any underwriter (as defined in the Securities Act) for
    such Holder and each Person, if any, who controls such Holder or
    underwriter within the meaning of the Securities Act or the
    Securities Exchange Act of 1934, as amended, (the
    “Exchange Act”), against all losses, claims,
    damages, or liabilities (joint or several) to which they may
    become subject under the Securities Act, the Exchange Act or
    other federal or state law, insofar as such losses,




    

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    claims, damages, or liabilities (or actions in respect thereof)
    arise out of or are based upon any of the following statements,
    omissions or violations (collectively a
    “Violation”):



 



    (i) any untrue statement or alleged untrue statement of a
    material fact contained in such registration statement,
    including any preliminary prospectus or final prospectus
    contained therein or any amendments or supplements thereto;



 



    (ii) the omission or alleged omission to state therein a
    material fact required to be stated therein, or necessary to
    make the statements therein not misleading; or



 



    (iii) any violation or alleged violation by the Company of
    the Securities Act, the Exchange Act, any federal or state
    securities law or any rule or regulation promulgated under the
    Securities Act, the Exchange Act or any federal or state
    securities law in connection with the offering covered by such
    registration statement; and the Company will reimburse each such
    Holder, partner, officer or director, underwriter or controlling
    Person for any legal or other expenses reasonably incurred by
    them in connection with defending any such loss, claim, damage,
    liability or action; provided, however, that the
    indemnity agreement contained in this subsection 1.8(a) shall
    not apply to amounts paid in settlement of any such loss, claim,
    damage, liability or action if such settlement is effected
    without the consent of the Company (which consent shall not be
    unreasonably withheld), nor shall the Company be liable in any
    such case for any such loss, claim, damage, liability or action
    to the extent that it arises out of or is based upon a Violation
    which occurs in reliance upon and in conformity with written
    information furnished expressly for use in connection with such
    registration by such Holder, partner, officer, director,
    underwriter or controlling Person of such Holder.



 



    (b) By Selling Holders.  Each
    selling Holder will (severally and not jointly) indemnify and
    hold harmless the Company, to the full extent permitted by law,
    each of its directors, each of its officers who have signed the
    registration statement, each Person, if any, who controls the
    Company within the meaning of the Securities Act, any
    underwriter and any other Holder selling securities under such
    registration statement or any of such other Holder’s
    partners, directors or officers or any Person who controls such
    Holder within the meaning of the Securities Act or the Exchange
    Act, against all losses, claims, damages or liabilities (joint
    or several) to which the Company or any such director, officer,
    controlling Person, underwriter or such other Holder, partner or
    director, officer or controlling Person of such other Holder may
    become subject under the Securities Act, the Exchange Act or
    other federal or state law, insofar as such losses, claims,
    damages or liabilities (or actions in respect thereto) arise out
    of or are based upon any Violation, in each case to the extent
    (and only to the extent) that such Violation occurs in reliance
    upon and in conformity with written information furnished by
    such Holder under an instrument duly executed by such Holder and
    stated to be expressly for use in connection with such
    registration; and each such Holder will reimburse any legal or
    other expenses reasonably incurred by the Company or any such
    director, officer, controlling Person, underwriter or other
    Holder, partner, officer, director or controlling Person of such
    other Holder in connection with defending any such loss, claim,
    damage, liability or action; provided, however,
    that the indemnity agreement contained in this subsection 1.8(b)
    shall not apply to amounts paid in settlement of any such loss,
    claim, damage, liability or action if such settlement is
    effected without the consent of the Holder, which consent shall
    not be unreasonably withheld; and provided further, that the
    total amounts payable in indemnity by a Holder under this
    Section 1.8(b) in respect of any Violation shall not exceed
    the net proceeds received by such Holder in the registered
    offering out of which such Violation arises.



 



    (c) Notice.  Promptly after receipt
    by an indemnified party under this Section 1.8 of notice of
    the commencement of any action (including any governmental
    action), such indemnified party will, if a claim in respect
    thereof is to be made against any indemnifying party under this
    Section 1.8, deliver to the indemnifying party a written
    notice of the commencement thereof and the indemnifying party
    shall have the right to participate in, and, to the extent the
    indemnifying party so desires, jointly with any other
    indemnifying party similarly noticed, to assume the defense
    thereof with counsel mutually satisfactory to the parties;
    provided, however, that an indemnified party shall
    have the right to retain its own counsel, with the fees and
    expenses to be paid by the indemnifying party, if representation
    of such indemnified




    

    H-7








 






    party by the counsel retained by the indemnifying party would be
    inappropriate due to actual or potential conflict of interests
    between such indemnified party and any other party represented
    by such counsel in such proceeding. The failure to deliver
    written notice to the indemnifying party within a reasonable
    time of the commencement of any such action, if prejudicial to
    its ability to defend such action, shall relieve such
    indemnifying party of any liability to the indemnified party
    under this Section 1.8.



 



    (d) Contribution.  If the
    indemnification provided for in this Section 1.8 is held by
    a court of competent jurisdiction to be unavailable to an
    indemnified party with respect to any losses, claims, damages or
    liabilities referred to herein, the indemnifying party, in lieu
    of indemnifying such indemnified party thereunder, shall to the
    extent permitted by applicable law contribute to the amount paid
    or payable by such indemnified party as a result of such loss,
    claim, damage or liability in such proportion as is appropriate
    to reflect the relative fault of the indemnifying party on the
    one hand and of the indemnified party on the other in connection
    with the Violation(s) that resulted in such loss, claim, damage
    or liability, as well as any other relevant equitable
    considerations. The relative fault of the indemnifying party and
    of the indemnified party shall be determined by a court of law
    by reference to, among other things, whether the untrue or
    alleged untrue statement of a material fact or the omission to
    state a material fact relates to information supplied by the
    indemnifying party or by the indemnified party and the
    parties’ relative intent, knowledge, access to information
    and opportunity to correct or prevent such statement or
    omission; provided, that in no event shall any contribution by a
    Holder hereunder exceed the net proceeds from the offering
    received by such Holder.



 



    (e) Survival.  The obligations of
    the Company and Holders under this Section 1.8 shall
    survive the completion of any offering of Registrable Securities
    in a registration statement, and otherwise.



 



    1.9 Rule 144 Reporting.  With
    a view to making available the benefits of certain rules and
    regulations of the SEC which may at any time permit the sale of
    the Registrable Securities to the public without registration,
    after such time as a public market exists for the Ordinary
    Shares, the Company agrees to use its commercially reasonable
    efforts to:



 



    (a) make and keep public information available, as those
    terms are understood and defined in Rule 144 under the
    Securities Act, at all times after the effective date of the
    first registration under the Securities Act filed by the Company
    for an offering of its securities to the general public;



 



    (b) file with the SEC in a timely manner all reports and
    other documents required of the Company under the Securities Act
    and the Exchange Act (at any time after it has become subject to
    such reporting requirements); and



 



    (c) as long as a Holder owns Registrable Securities, to
    furnish to the Holder forthwith upon request a written statement
    by the Company as to its compliance with the reporting
    requirements of said Rule 144 (at any time after ninety
    (90) days after the effective date of the first
    registration statement filed by the Company for an offering of
    its securities to the general public), and of the Securities Act
    and the Exchange Act (at any time after it has become subject to
    the reporting requirements of the Exchange Act), a copy of the
    most recent periodic report of the Company and such other
    reports and documents of the Company as a Holder may reasonably
    request in availing itself of any rule or regulation of the SEC
    allowing a Holder to sell any such securities without
    registration (at any time after the Company has become subject
    to the reporting requirements of the Exchange Act).



 



    1.10 Termination of the Company’s
    Obligations.  The Company shall have no
    obligations pursuant to Sections 1.2 or 1.3 with respect to
    any securities that have ceased to be Registrable Securities in
    accordance with this Agreement. Notwithstanding anything to the
    contrary contained in this Agreement, the Company’s
    obligations under Section 1.2 and 1.3 with respect to any
    Registrable Securities proposed to be sold by a Holder in a
    registration statement pursuant to Section 1.2 or 1.3 shall
    terminate on the fifth anniversary of the closing of the
    Business Combination.




    

    H-8








 





		
	
    2.  
    
	
    General
    Provisions.




 



    2.1 Notices.  All notices,
    requests, waivers and other communications made pursuant to this
    Agreement will be in writing, at the addresses set forth on the
    signature pages hereto (or at such other address for a party as
    shall be specified in writing to all other parties), and will be
    conclusively deemed to have been duly given (i) when hand
    delivered to the recipient party; (ii) upon receipt, when
    sent by facsimile with written confirmation of transmission; or
    (iii) the next Business Day after deposit with a national
    overnight delivery service, postage prepaid, with next Business
    Day delivery guaranteed. Each Person making a communication
    hereunder by facsimile will promptly confirm by telephone to the
    Person to whom such communication was addressed each
    communication made by it by facsimile pursuant hereto. In
    addition to delivery of notice to a party, copies of such notice
    shall be provided as follows:



 




    [INSERT
    ADDRESS]



 



    2.2 Entire Agreement; Third-Party
    Beneficiaries.  This Agreement, together with
    the Share Exchange Agreement and all other Exhibits, Annexes and
    Schedules thereto (a) constitute the entire agreement, and
    supersede all prior agreements and understandings, both written
    and oral, among the Parties with respect to the Transactions and
    (b) are not intended to confer upon any Person other than
    the Parties any rights or remedies. This Agreement shall
    supersede and replace the provisions of any other agreement
    entered into prior to the date hereof between the Company,
    SearchMedia International Limited, or any of their respective
    predecessors or affiliates and any Shareholder relating to the
    grant or exercise of registration rights.



 



    2.3 Governing Law.  This Agreement
    shall be governed by, and construed in accordance with, the laws
    of the State of New York regardless of the laws that might
    otherwise govern under applicable principles of conflicts of
    laws thereof.



 



    2.4 Dispute Resolution.  Any
    controversy or claim arising out of or relating to this
    Agreement, 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.



 



    2.5 Severability.  If any term or
    other provision of this Agreement is invalid, illegal or
    incapable of being enforced by any rule or Law, or public
    policy, all other conditions and provisions of this Agreement
    shall nevertheless remain in full force and effect so long as
    the economic or legal substance of the transactions contemplated
    by this Agreement is not affected in any manner materially
    adverse to any party. Upon such determination that any term or
    other provision is invalid, illegal or incapable of being
    enforced, the parties shall negotiate in good faith to modify
    this Agreement so as to effect the original intent of the
    parties as closely as possible in an acceptable manner to the
    end that the transactions contemplated by this Agreement are
    fulfilled to the extent possible.



 



    2.6 Successors and
    Assigns.  Subject to Section 2.11, the
    provisions of this Agreement shall inure to the benefit of, and
    shall be binding upon, the successors and permitted assigns of
    the parties hereto.



 



    2.7 Interpretation.  Unless the
    express context otherwise requires:



 



    (a) The headings contained in this Agreement are intended
    solely for convenience and shall not affect the rights of the
    parties to this Agreement;



 



    (b) the words “hereof,” “herein,” and
    “hereunder” and words of similar import, when used in
    this Agreement, shall refer to this Agreement as a whole and not
    to any particular provision of this Agreement;



 



    (c) terms defined in the singular shall have a comparable
    meaning when used in the plural, and vice versa;



 



    (d) the terms “Dollars” and “$” mean
    United States Dollars;




    

    H-9








 






    (e) references herein to a specific Section, Subsection,
    Schedule, Annex or Exhibit shall refer, respectively, to
    Sections, Subsections, the Schedules, Annexes or Exhibits of
    this Agreement;



 



    (f) wherever the word “include,”
    “includes,” or “including” is used in this
    Agreement, it shall be deemed to be followed by the words
    “without limitation”;



 



    (g) references herein to any gender shall include each
    other gender;



 



    (h) references herein to any Person shall include such
    Person’s heirs, executors, personal representatives,
    administrators, successors and assigns; provided,
    however, that nothing contained in this clause (h)
    is intended to authorize any assignment or transfer not
    otherwise permitted by this Agreement;



 



    (i) references herein to a Person in a particular capacity
    or capacities shall exclude such Person in any other capacity;



 



    (j) references herein to any contract or agreement
    (including this Agreement) mean such contract or agreement as
    amended, supplemented or modified from time to time in
    accordance with the terms thereof;



 



    (k) references herein to any Law or any license mean such
    Law or license as amended, modified, codified, reenacted,
    supplemented or superseded in whole or in part, and in effect
    from time to time; and



 



    (l) references herein to any Law shall be deemed also to
    refer to all rules and regulations promulgated thereunder.



 



    2.8 Counterparts; Facsimile
    Execution.  This Agreement may be executed in
    one or more counterparts, all of which shall be considered one
    and the same agreement and shall become effective when one or
    more counterparts have been signed by each of the parties and
    delivered to the other parties. Facsimile execution and delivery
    of this Agreement is legal, valid and binding for all purposes.



 



    2.9 Adjustments for Stock Splits and Certain Other
    Changes.  Wherever in this Agreement there is
    a reference to a specific number of shares of the Company, then,
    upon the occurrence of any subdivision, combination or stock
    dividend of such class or series of stock, the specific number
    of shares so referenced in this Agreement shall automatically be
    proportionally adjusted to reflect the affect on the outstanding
    shares of such class or series of stock by such subdivision,
    combination or stock dividend.



 



    2.10 Aggregation of Stock.  All
    shares deemed to be “beneficially owned” (as such term
    is defined under
    Rule 13d-3
    of the Exchange Act) by any entity or Person, shall be
    aggregated together for the purpose of determining the
    availability of any rights under this Agreement.



 



    2.11 Assignment.  Notwithstanding
    anything herein to the contrary, the rights of a Shareholder or
    any other Holder herein may be assigned only to (i) a party
    who acquires (on an as-if converted basis) Registrable
    Securities representing at least 10% of the total number of
    issued and outstanding Ordinary Shares or (ii) a direct or
    indirect stockholder, partner, member, beneficiary or Affiliate
    (as such term is defined in the Securities Act) of a
    Shareholder; provided, however, that no party may
    be assigned any of the foregoing rights unless the Company is
    given written notice by the assigning party at the time of such
    assignment stating the name, address and tax identification
    number of the assignee and identifying the securities of the
    Company as to which the rights in question are being assigned;
    and provided further that any such assignee (a) shall
    receive such assigned rights subject to all the terms and
    conditions of this Agreement, including without limitation the
    provisions of this Section 2, and (b) is not a direct
    or indirect competitor of the Company as determined in good
    faith by the Company’s board of directors.



 



    2.12 Amendment of Rights.  Any
    provision of this Agreement may be amended and the observance
    thereof may be waived (either generally or in a particular
    instance and either retroactively or prospectively) only with
    the written consent of the Company and Holders of at least 75%
    of the Registrable Securities Then Outstanding; provided that
    any amendment that disproportionately affects any Holder
    vis-à-vis any other Holder shall require the consent of
    such affected Holder. Any amendment or waiver effected in
    accordance with this Section 2.11 shall be binding upon
    each Holder, each permitted successor or assignee of such Holder
    and the Company.




    

    H-10








 






    2.13 Termination.  This Agreement
    shall terminate in the event the Business Combination is not
    consummated or the Share Exchange Agreement is terminated.




    

    H-11








 






    IN WITNESS WHEREOF, the parties hereto have executed this
    Agreement as of the date and year first above written.



 



    SearchMedia Holdings Limited



 



    By: ­
    ­




    Name: ­
    ­




    Title: ­
    ­



 


 




    [REMAINDER
    OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE PAGE FOR THE SHAREHOLDERS FOLLOWS]
    




    

    H-12








 






    IN WITNESS WHEREOF, the parties hereto have executed this
    Agreement as of the date and year first above written.



 



    Deutsche Bank AG, Hong Kong Branch



 



    By: ­
    ­




    Name: ­
    ­




    Title: ­
    ­



 



    Mailing Address:




    56/F Cheung Kong Center




    2 Queen’s Road, Central




    Hong Kong




    

    H-13








 






    China Seed Ventures Management Limited




    as general partner for and on behalf of




    China Seed Ventures, L.P.



 



    By: ­
    ­




    Name: ­
    ­




    Title: ­
    ­



 



    Mailing Address:




    Rm.104, Bldg.18




    No. 800 Huashan Road




    Shanghai, 200050, China




    

    H-14








 






    Gentfull Investment Limited



 



    By: ­
    ­




    Name: ­
    ­




    Title: ­
    ­



 



    Mailing Address:




    9th Floor, Central Building




    3 Pedder Street, Central




    Hong Kong



 



    Gavast Estates Limited



 



    By: ­
    ­




    Name: ­
    ­




    Title: ­
    ­



 



    Mailing Address:




    9th Floor, Central Building




    3 Pedder Street, Central




    Hong Kong




    

    H-15








 






    Linden Ventures II (BVI) Ltd.



 



    By: ­
    ­




    Name: ­
    ­




    Title: ­
    ­



 



    Mailing Address:




    c/o Linden
    Advisors




    590 Madison Avenue, 15th Floor




    New York, New York 10022




    United States of America




    

    H-16








 







    SCHEDULE A



 



    List of Shareholders



 



    Deutsche Bank AG, Hong Kong Branch




    Gentfull Investment Limited




    Gavast Estates Limited




    China Seed Ventures, L.P.




    Linden Ventures II (BVI)




    

    H-17