EX-10.13








    EXHIBIT
10.13



 




    Ideation
    Acquisition Corp.

    1990 S. Bundy Drive, Suite 620

    Los Angeles, CA 90025
    




 




    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.




    

    1








 






    Please indicate your consent to the aforementioned by signing
    this letter in the space indicated below and returning it to
    Ideation.



 



    Very truly yours,



 



    IDEATION ACQUISITION CORP.



 


			
	 	    By: 
	
    /s/  Robert
    N. Fried









    Name:     Robert N. Fried



			
	 	    Title: 
	
    President and Chief Executive





    Officer




    ACKNOWLEDGED AND AGREED





     this 8th

    day of September, 2009:




 



    Frost Gamma Investments Trust




 


			
	    By: 
	
    /s/  Phillip
    Frost

	 






    






     Name:     Phillip Frost





				
	 	     Title: 
	
    Trustee
	 




 



    The Frost Group, LLC






 


			
	    By: 
	
    /s/  Steven
    D. Rubin

	 






    






     Name:     Steven D. Rubin





				
	 	     Title: 
	
    Member
	 




 



    Linden Ventures II (BVI), Ltd.






 


			
	    By: 
	
    /s/  Craig
    Jarvis

	 






    






     Name:     Craig Jarvis





				
	 	     Title: 
	
    Authorized Signatory
	 





    

    2








 






    China Seed Ventures, L.P.






 


			
	    By: 
	
    /s/  Earl
    Ching-Hwa Yen

	 






    






     Name:     Earl Ching-Hwa Yen







 



    /s/  Qinying
    Liu







    





    Qinying Liu




 



    /s/  Le
    Yang







    






     Le Yang





 



    /s/  Xuebao
    Yang







    






     Xuebao Yang





 



    /s/  Min
    Wu







    






     Min Wu





 



    Chardan Securities LLC







 


			
	    By: 
	
    /s/  Kerry
    Propper

	 






    






     Name:     Kerry Propper





				
	 	     Title: 
	

	 





 



    /s/  Min
    Wu







    






     Min Wu





 



    /s/  Robert
    Fried







    






     Robert Fried





 



    /s/  Rao
    Uppaluri







    






     Rao Uppaluri





 



    Halpryn Capital Partners LLC







 


			
	    By: 
	
    /s/  Glenn
    Halpryn

	 






    






     Name:     Glenn Halpryn





				
	 	     Title: 
	
    Managing Member
	 





    

    3








 







    Exhibit A



 



    Investors





 







    Frost Gamma
    Investments Trust
    




    c/o Frost
    Administrative Services, Inc.




    4400 Biscayne Boulevard, 15th Floor




    Miami, Florida 33137



 




    The Frost
    Group, LLC
    




    4400 Biscayne Boulevard, 15th Floor




    Miami, Florida 33137




    New York, New York 10022



 




    China Seed
    Ventures, L.P.
    




    Rm. 104, Bldg. 18




    No. 800 Huashan Road




    Shanghai, 200050, China



 




    Qinying Liu
    




    Room 4B, Yinglong Building




    No. 1358 Yan An Road West




    Shanghai 200052, China



 




    Le Yang
    




    Room 4B, Yinglong Building




    No. 1358 Yan An Road West




    Shanghai 200052, China



 




    Xuebao Yang
    




    Room 4B, Yinglong Building




    No. 1358 Yan An Road West




    Shanghai 200052, China



 




    Jianhai
    Huang
    




    Room 4B, Yinglong Building




    No. 1358 Yan An Road West




    Shanghai 200052, China



 




    Halpryn
    Capital Partners LLC
    




    4400 Biscayne Boulevard, Suite 950




    Miami, Florida 33137













 




    Linden
    Ventures II (BVI), Ltd.
    




    c/o Linden
    Advisors




    590 Madison Avenue, 15th Floor



 




    Rao Uppaluri
    




    4400 Biscayne Boulevard, 15th Floor




    Miami, Florida 33137



 









    Robert Fried




    4400 Biscayne Boulevard, 15th Floor




    Miami, Florida 33137



 









    Chardan Securities LLC




    17 State Street, Suite 1600





     New York, NY 10004




 




    Min Wu
    




    Room 4B, Yinglong Building




    No. 1358 Yan An Road West




    Shanghai 200052, China




    

    4