Exhibit  EX-4.1




Exhibit 4.1 Execution Copy



MERGER AGREEMENT AND PLAN OF REORGANIZATION




THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of December 14,
2014, is entered into by and among The Best One, Inc., a Florida corporation (“TBO”), Tiger Media,
Inc., a Cayman Islands company (“Parent”), TBO Acquisition, LLC, a Delaware limited liability
company, which is a wholly owned Subsidiary of Parent (“Merger Sub”) and Derek Dubner, solely in
his capacity as Representative hereunder.



WHEREAS, the boards of directors and managers of each of Parent, Merger Sub and TBO have,
pursuant to the Laws of their respective jurisdictions of incorporation, declared or resolved as
applicable that this Agreement is advisable, fair and in the best interests of their respective
shareholders, as applicable, and have approved this Agreement and the consummation of the
transactions contemplated hereby, including, under the Laws of the State of Delaware, the
domestication of Parent as a corporation pursuant to Section 388 of the Delaware General
Corporation Law, and under the Law of the Cayman Islands, the registration of Parent  by way of
continuation in the State of Delaware and the de-registration of Parent as an exempted company in
the Cayman Islands (collectively, the “Domestication”) and thereafter the merger of TBO with and
into Merger Sub (the “Merger”);



WHEREAS, the parties to this Agreement intend that the Merger will qualify as a reorganization
described in the Internal Revenue Code of 1986, as amended (the “Code”) Section 368(a).



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:



ARTICLE I

DEFINITIONS




Unless the context otherwise requires, the terms defined in this Article I shall have the
meanings herein specified for all purposes of this Agreement, applicable to both the singular and
plural forms of any of the terms herein defined.



1.1 As used herein, the following terms shall have the following meanings:



“Acquired Entity” means any of TBO or its Subsidiaries and “Acquired Entities”
means TBO and its Subsidiaries, collectively.



“Acquisition Transaction” means any transaction involving: (i) the sale, license,
disposition or acquisition of all or a substantial portion of the assets of any Acquired Entity;
(ii) the issuance, disposition or acquisition of (A) any stock or other equity security of any
Acquired Entity, (B) any option, call, warrant or right (whether or not immediately exercisable) to
acquire any stock or other equity security of any Acquired Entity, or (C) any security, instrument
or obligation that is or may become convertible into or exchangeable for any stock or other equity
security of any Acquired Entity; or (iii) any merger, consolidation, share exchange, business
combination, reorganization, recapitalization or similar transaction involving any Acquired Entity.



“Affiliate” of a Person means any other Person that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with, such
Person. The term “control” (including the terms “controlled by” and “under common control with”)
means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.



“Books and Records” means all books and records of the Acquired Entities, including
files, manuals, price lists, mailing lists, distributor lists, customer lists, sales and
promotional materials, purchasing materials, documents evidencing intangible rights or obligations,
personnel records, accounting records and litigation files (regardless of the media in which
stored).



“Business Day” means any day except Saturday, Sunday, and any day which shall be a
federal legal holiday in the United States or any day on which banking institutions in the State of
New York are authorized or required by law or other governmental action to close.



“Contract” means any contract, agreement, indenture, note, bond, loan, mortgage,
license, instrument, lease, understanding, commitment or other arrangement or agreement, whether
written or oral.



“Disclosure Schedules” means the Disclosure Schedules delivered by TBO on the one hand
and Parent and Merger Sub on the other concurrently with the execution and delivery of this
Agreement.



“Eligible Market” means the NYSE MKT.



“Employee Benefit Plans” means (i) all “employee benefit plans” (as defined in
Section 3(3) of ERISA), (ii) all employment, consulting, individual compensation and collective
bargaining agreements and (iii) all other employee benefit plans, policies, agreements, or
arrangements (whether funded or unfunded, written or oral, qualified or nonqualified), including
any bonus or other incentive compensation, stock purchase, equity or equity-based compensation,
deferred compensation, change in control, termination, severance, sick leave, vacation, loans,
perquisites, salary continuation, health, disability, life insurance and educational assistance
plans, policies, agreements or arrangements.



“End Date” means April 30, 2015.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



“ERISA Affiliate” means any entity (whether or not incorporated) which would be
treated as a single employer with another entity under Sections 414(b), (c), (m) or (o) of the Code
and the regulations thereunder.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“GAAP” means accounting principles generally accepted in the United States of America,
as in effect from time to time, applied on a consistent basis throughout the periods indicated.



“Governmental Authority” means any foreign, federal, national, state or local
judicial, legislative, executive or regulatory body, authority or instrumentality.



“Hazardous Substances” means any substance, waste, contaminant, pollutant or material
that has been determined by any Governmental Authority to be capable of posing a risk of injury to
health, safety, property or the environment.



“Indebtedness” of any Person means, without duplication (i) all indebtedness for
borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price
of property or services (other than trade payables entered into in the ordinary course of
business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety
bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (v) all indebtedness created or arising under any conditional
sale or other title retention agreement, or incurred as financing, in either case with respect to
any property or assets acquired with the proceeds of such indebtedness (even though the rights and
remedies of the seller or bank under such agreement in the event of default are limited to
repossession or sale of such property), (vi) all monetary obligations under any leasing or similar
arrangement which, in connection with GAAP, consistently applied for the periods covered thereby,
is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) through (vi)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and
contract rights) owned by any Person, even though the Person which owns such assets or property has
not assumed or become liable for the payment of such indebtedness and (viii) all guaranties in
respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through
(vii) above.



“Insolvent” means, with respect to any Person, (i) the present fair saleable value of
such Person’s assets is less than the amount required to pay such Person’s total Liabilities as
they come due, (ii) such Person is unable to pay its debts and Liabilities, subordinated,
contingent or otherwise, as such debts and Liabilities become absolute and matured, (iii) such
Person intends to incur or believes that it will incur debts that would be beyond its ability to
pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct
its business as such business is now conducted and is proposed to be conducted.



“Intellectual Property” means any and all: (i) technology, formulae, algorithms,
procedures, processes, methods, techniques, know-how, ideas, creations, inventions, discoveries,
and improvements (whether patentable or unpatentable and whether or not reduced to practice), (ii)
technical, engineering and manufacturing information and materials, (iii) specifications, designs,
models, devices, prototypes, schematics and development tools, (iv) software, websites, content,
images, graphics, text, photographs, artwork, audiovisual works, sound recordings, graphs,
drawings, reports, analyses, writings, and other works of authorship and copyrightable subject
matter, including without limitation computer source code and object code, blueprints, engineering
drawings, printed or graphic matter, (v) databases and other compilations and collections of data
or information, (vi) trademarks, service marks, logos and design marks, trade dress, trade names,
fictitious and other business names, and brand names, together with all goodwill associated with
any of the foregoing, domain names, uniform resource locators, social media user account names, and
other names and locators associated with the Internet, (viii) information and materials not
generally known to the public, including trade secrets and other confidential and proprietary
information, such as product, marketing, servicing, financial, supplier, and personnel information,
customer lists, customer contact and registration information, customer correspondence and customer
purchasing histories, and (ix) tangible embodiments of any of the foregoing, in any form or media
whether or not specifically listed herein.



“Interactive Purchase Agreement” means that certain Securities Purchase Agreement,
dated as of October 2, 2014, by and among John O. Schaeffer, WHP Solutions, LLC, Interactive Data,
LLC and TBO.



“Knowledge” or words of similar effect, regardless of case, means, (i) with respect to
TBO and/or any other Acquired Entity, the knowledge of Michael Brauser, Derek Dubner, Daniel
MacLachlan, James Reilly, John Schaeffer and Ole Poulsen and (ii) with respect to Parent and/or
Merger Sub, the knowledge of Peter Tan, Jacky Wang and Joshua Weingard. Each of the foregoing
Persons will be deemed to have knowledge of a particular fact or other matter if: (A) such Person
is actually aware of such fact or matter; (B) a prudent individual could be expected to discover or
otherwise become aware of such fact or matter after due inquiry, or (C) a similarly situated Person
could reasonably be expected to have knowledge of such fact or matter.



“Law” means any federal, state or local law, statute, rule, regulation, judgment,
decree, injunction, order, ordinance, code, regulation, arbitration award, grant, franchise, permit
and license or other legally enforceable requirement of or by any Governmental Authority or
self-regulatory organization.



“Letter of Transmittal” means a letter of transmittal in such form as reasonably
presented to the TBO Shareholders by Parent a reasonable amount of time after the Effective Time.



“Liability” means obligations or commitments of any nature whatsoever, asserted or
unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or
otherwise.



“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind, including, without limitation, any conditional sale or other title retention agreement,
any lease in the nature thereof and including any lien or charge arising by Law.



“Material Adverse Effect” means a material adverse effect on the operations, condition
(financial or other), assets, Liabilities, earnings, or business (as now conducted or as proposed
to be conducted) of the Person affected or the ability of any Person to timely consummate the
transactions contemplated hereby; provided, however, that no such adverse effect shall be deemed to
constitute, nor shall it be taken into account in determining whether there has been or would be a
“Material Adverse Effect” on or with respect to the Person affected if such adverse effect is
demonstrated to be primarily caused by (i) conditions affecting the United States economy
generally, (ii) the announcement or pendency of the Merger or of the transactions contemplated
hereby, (iii) changes in the industries in which such Person conducts business or in applicable
Laws, (iv) changes in GAAP or statutory accounting principles, or (v) acts of terrorism or war
(whether or not declared), except, in each case of (i) through (iii), to the extent such changes
cause a disproportionate and negative effect on or change to such Person as compared to the
industry in which such Person operates as a whole.



“Parent Common Stock” means, as of the effectiveness of the Domestication, the common
stock of Parent, par value $0.0001 per share.



“Parent Preferred Stock” means the Series A Non-Voting Convertible Preferred Stock of
Parent, par value $0.0001 per share. The Parent Preferred Stock shall have the rights,
preferences, privileges and restrictions set forth in the Certificate of Designations.



“Permit” means any approval, consent, license, certificate, accreditation, permit,
waiver, or other authorization issued, granted, given, or otherwise made available by or under the
authority of any Governmental Authority or pursuant to Law.



“Permitted Liens” means (i) Liens for real estate Taxes not yet due and payable or
being contested in good faith by appropriate procedures as disclosed herein and for which there are
adequate accruals or reserves on the Balance Sheet, (ii) Liens arising under equipment leases with
third parties set forth in the Disclosure Schedules, which were entered into in the ordinary course
of business consistent with past practices which are not, individually or in the aggregate,
material to the business or the assets of the Acquired Entities and (iii) any statutory Liens
arising in the ordinary course of business by operation of law with respect to a Liability that is
not yet due and delinquent and which are not, individually or in the aggregate, significant.



“Person” means all natural persons, corporations, business trusts, associations,
unincorporated organizations, limited liability companies, partnerships, joint ventures and other
entities and Governmental Authorities or any department or agency thereof.



“Proceeding” means an action, claim, suit, investigation or proceeding (including,
without limitation, a partial proceeding, such as a deposition), whether commenced or threatened in
writing.



“SEC” means the U.S. Securities and Exchange Commission.



“Securities Act” means the Securities Act of 1933, as amended.



“Subsidiary” means any corporation, association, business entity, partnership, limited
liability company or other entity of which a Person, either alone or together with one or more
other Subsidiaries, (i) directly or indirectly owns or controls securities or other interests
representing more than fifty (50%) of the voting power of such entity, or (ii) is entitled, by
contract or otherwise, to elect, appoint or designate directors constituting a majority of the
members of such entity’s board of directors or other governing body.



“Tax” or “Taxes” means all taxes, fees or other assessments of any kind
imposed by any Governmental Authority, and any and all interest, penalties and additions relating
thereto. “Tax” or “Taxes” includes without limitation all add-on minimum, alternative minimum,
capital stock, currency, customs, documentary, disability, employee, employer, environmental,
estimated, excise, export, FICA, franchise, FUTA, gross receipts, income, import, natural
resources, license, occupation, payroll, personal property, premium, real property, registration,
sales, severance, social security, stamp, transfer, unemployment, use, value added, escheat,
unclaimed property, windfall profit and withholding taxes and duties. “Tax” or “Taxes” also
includes any Liability for taxes of any other Person, including transferee or secondary Liability
for Taxes and any Liability pursuant to an agreement or otherwise, including Liability arising as a
result of being or ceasing to be a member of any affiliated group, or being included or required to
be included in any Tax Return relating thereto.



“Tax Return” means any tax return, filing document or information statement required
to be filed in connection with or with respect to any Taxes.



“TBO Common Stock” means the Common Stock of TBO, no par value.



“TBO Employee Benefit Plans” means all Employee Benefit Plans sponsored, maintained or
contributed to, by TBO or any ERISA Affiliate or with respect to which TBO or any ERISA Affiliate
of TBO has any obligation or Liability, contingent or otherwise.



“TBO Preferred Stock” means the TBO Series A Preferred Stock.



“TBO Series A Preferred Stock” means the Series A Convertible Preferred Stock of TBO,
par value $0.001.



“TBO Shareholder” means any holder of TBO Shares.



“TBO Shares” means, collectively, all of the issued and outstanding shares of TBO
Common Stock and TBO Preferred Stock.



“Transaction Expenses” means all out-of-pocket fees and expenses (including legal,
accounting, consulting and investment advisory fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.



“Transfer Agent” means Continental Stock Transfer & Trust Company, the transfer agent
for Parent’s shares of capital stock.



“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of
1988, and similar state, local and foreign Laws related to plant closings, relocations, mass
layoffs and employment losses.



1.2 Each of the following additional terms is defined in the Section set forth opposite such
term:



	 	 	 
	Term	 	Section
	Accredited Investor.

	 	Section 4.6(a)
	Agreed Earn-Out Adjustment.

	 	Section 3.7(c)
	Agreement.

	 	Preamble
	Audited Financial Statements.

	 	Section 7.2(k)
	Author.

	 	Section 4.10(d)
	Balance Sheet.

	 	Section 4.7(a)
	Balance Sheet Date.

	 	Section 4.7(a)
	Cash Closing Condition.

	 	Section 7.2(o)
	Cayman De-Registration.

	 	Section 6.14(d)
	Certificate of Conversion.

	 	Section 6.14(d)
	Certificates of Merger.

	 	Section 2.3
	Certificate of Designations.

	 	Section 7.3(g)
	Closing.

	 	Section 2.2
	Closing Date.

	 	Section 2.2
	Code.

	 	Recitals
	Confidentiality Agreement.

	 	Section 4.10(b)
	Damages.

	 	Section 9.2(a)
	Delaware Certificate of Merger.

	 	Section 2.3
	Director Nominees.

	 	Section 6.4
	DLLCA.

	 	Section 2.1
	Domestication.

	 	Recitals
	Earn-Out Measurement Period.

	 	Section 3.7(a)
	Earn-Out Objection Notice.

	 	Section 3.7(b)
	Earn-Out Payment.

	 	Section 3.7(a)
	Earn-Out Shares.

	 	Section 9.3
	Earn-Out Statement.

	 	Section 3.7(b)
	Effective Time.

	 	Section 2.3
	Eligible Shareholder.

	 	Section 3.7(a)
	FBCA.

	 	Section 2.1
	Florida Articles and Plan of Merger.

	 	Section 2.3
	FPI.

	 	Section 5.8
	Independent Accountant.

	 	Section 3.7(d)
	Independent Committee.

	 	Section 9.6
	Intellectual Property Licenses.

	 	Section 4.10(b)
	Liability Cap.

	 	Section 9.4
	Leased Properties.

	 	Section 4.23(b)
	Lockup Agreements.

	 	Section 6.11
	Merger.

	 	Recitals
	Merger Sub.

	 	Preamble
	Merger Sub Charter.

	 	Section 5.1
	Merger Sub Operating Agreement.

	 	Section 5.1
	Mutual Non-Disclosure and Confidentiality Agreement.

	 	Section 6.7
	New Parent Bylaws.

	 	Section 6.14(d)
	New Parent Charter.

	 	Section 6.14(d)
	Owned Intellectual Property.

	 	Section 4.10(a)
	Parachute Payment Waiver.

	 	Section 6.18
	Parent.

	 	Preamble
	Parent Board.

	 	Section 6.4
	Parent Indemnified Parties.

	 	Section 9.2(b)
	Parent Material Agreement.

	 	Section 5.12(a)
	Parent Memorandum.

	 	Section 5.1
	Parent Ordinary Shares.

	 	Section 5.8
	Pre-Closing Period.

	 	Section 6.2(b)
	Proxy Statement.

	 	Section 6.14(a)
	PII.

	 	Section 4.10(e)
	Real Property Lease.

	 	Section 4.23(b)
	Real Property Law.

	 	Section 4.23(c)
	Representative.

	 	Preamble
	Sarbanes-Oxley Act.

	 	Section 5.11
	SEC Reports.

	 	Section 5.9
	Secrecy, Invention and Noncompetition Agreement.

	 	Section 4.10(b)
	Shareholder Approval.

	 	Section 6.14(a)
	Shareholders’ Meeting.

	 	Section 6.14(a)
	Straddle Period.

	 	Section 6.2(b)
	Surviving Company.

	 	Section 2.1
	Systems.

	 	Section 4.25
	TBO.

	 	Preamble
	TBO Bylaws.

	 	Section 4.1
	TBO Charter.

	 	Section 4.1
	TBO Dissenting Shares.

	 	Section 3.6
	TBO Financial Statements.

	 	Section 4.7
	TBO Indemnified Parties.

	 	Section 9.2(a)
	TBO Intellectual Property.

	 	Section 4.10(a)
	TBO Material Agreement.

	 	Section 4.9
	TBO Source Code.

	 	Section 4.10(f)
	TBO Stock Certificate.

	 	Section 3.2
	Transaction Filings.

	 	Section 6.15
	Twelve-Month Period.

	 	Section 3.7(a)






ARTICLE II

THE MERGER




2.1 The Merger. On the terms and subject to the conditions set forth in this
Agreement, at the Effective Time, in accordance with the provisions of the Florida Business
Corporation Act, as amended (the “FBCA”) and the Delaware Limited Liability Company Act (“DLLCA”),
TBO shall be merged with and into Merger Sub. Merger Sub shall continue as the surviving company
(“Surviving Company”).



2.2 The Closing. The closing of the Merger and the other transactions contemplated by
this Agreement (the “Closing”) shall take place at the offices of Akerman LLP, in Miami, Florida,
commencing at 9:00 a.m. local time on the second Business Day following the satisfaction or waiver
of all conditions to the obligations of the parties to consummate the transactions contemplated
hereby (other than conditions with respect to actions the respective parties will take at the
Closing itself) or such other date as the parties may mutually determine (the “Closing Date”).



2.3 Effective Time. Prior to the Closing, Parent, Merger Sub and TBO shall prepare,
and, on the Closing Date, TBO shall (a) file with the Secretary of State of the State of Florida,
Articles of Merger (including the Plan of Merger) in the form attached hereto as Exhibit
A-1 (the “Florida Articles and Plan of Merger”), and/or such other appropriate documents
executed in accordance with the applicable provisions of the FBCA and shall make all other filings
or recordings required under the FBCA to effect the Merger and (b) file with the Secretary of State
of the State of Delaware, a Certificate of Merger in the form attached hereto as Exhibit
A-2 (the “Delaware Certificate of Merger,” and together with the Florida Articles and Plan of
Merger, the “Certificates of Merger”), and/or such other appropriate documents executed in
accordance with the applicable provisions of the DLLCA and shall make all other filings or
recordings required under the DLLCA to effect the Merger. The Merger shall become effective at
such time as the Certificates of Merger are accepted for recording by the Secretary of State of the
State of Florida and the Secretary of State of the State of Delaware, as applicable. The time at
which the Merger shall become effective as aforesaid is referred to as the “Effective Time.”



2.4 Legal Effects of the Merger. At the Effective Time, the effect of the Merger
shall be as provided in this Agreement and the applicable provisions of the FBCA and the DLLCA.
Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all
of the assets, properties, rights, privileges, powers and franchises of TBO and Merger Sub shall
vest in Surviving Company.



2.5 Certificate of Formation and Operating Agreement.



(a) Certificate of Formation of Surviving Company. As of the Effective Time, by
virtue of the Merger and without any action on the part of Parent, Merger Sub or TBO, the
certificate of formation of Merger Sub as in effect immediately prior to the Effective Time shall
be the certificate of formation of Surviving Company until thereafter amended in accordance with
the DLLCA and such certificate of formation; provided, however, that as of the
Effective Time, such certificate of formation shall be amended to provide that the name of
Surviving Company is “Interactive Data Intelligence, LLC.”



(b) Operating Agreement of Surviving Company. As of the Effective Time, by virtue of
the Merger and without any action on the part of Parent, Merger Sub or TBO, the Merger Sub
Operating Agreement, as in effect immediately prior to the Effective Time, shall be the operating
agreement of Surviving Company until thereafter amended in accordance with the DLLCA, the
certificate of formation of Surviving Company and such operating agreement; provided,
however, that as of the Effective Time, such operating agreement shall be amended to
provide that the name of Surviving Company is “Interactive Data Intelligence, LLC.”



2.6 Managers and Officers.



(a) Managers of Surviving Company. Subject to Section 6.4(b), the initial
managers of Surviving Company shall be the managers of Merger Sub as of immediately prior to the
Effective Time. Furthermore, by virtue of the Merger and without any action on the part of Parent,
Merger Sub or TBO, at the Effective Time, Derek Dubner is hereby appointed as an additional Manager
of the Surviving Company.



(b) Officers of Surviving Company. The initial officers of Surviving Company shall be
the officers of Merger Sub in office at and as of the Effective Time (retaining their respective
positions and terms of office) or until the earlier death, resignation or removal. Furthermore, by
virtue of the Merger and without any action on the part of Parent, Merger Sub or TBO, at the
Effective Time, Derek Dubner is hereby appointed Chief Executive Officer of the Surviving Company
and Daniel MacLachlan is hereby appointed Chief Financial Officer of the Surviving Company.



ARTICLE III

MANNER OF CONVERTING SECURITIES




3.1 Conversion of Shares in the Merger. Subject to the provisions of this Article III
and Section 9.3, at and as of the Effective Time, by virtue of the Merger and without any
action on the part of Parent, Merger Sub or TBO, the outstanding securities of TBO and Merger Sub
shall be converted as follows:



(a) Each share of TBO Common Stock issued and outstanding immediately prior to the Effective
Time (other than TBO Dissenting Shares) shall cease to be outstanding and shall be converted into
and exchanged for the right to receive 0.750089 validly issued, fully paid and nonassessable shares
of Parent Common Stock.



(b) Each share of TBO Series A Preferred Stock issued and outstanding immediately prior to the
Effective Time (other than TBO Dissenting Shares) shall cease to be outstanding and shall be
converted into and exchanged for the right to receive 525.063 validly issued, fully paid and
nonassessable shares of Parent Preferred Stock.



(c) One hundred percent (100%) of the membership interests of Merger Sub issued and
outstanding immediately prior to the Effective Time shall be converted into membership interests of
the Surviving Company, so that at the Effective Time, Parent shall be the holder of all of the
issued and outstanding membership interests of the Surviving Company. Each stock certificate of
Merger Sub representing any such membership interests shall after the Effective Time evidence
ownership of membership interests of Surviving Company.



(d) Each share of Parent’s capital stock issued and outstanding at and as of the Effective
Time will remain issued and outstanding.



3.2 Surrender and Exchange of TBO Securities. As soon as practicable after the
Effective Time and subject to Section 3.7 and Section 9.3, upon (i) surrender of a
certificate or certificates representing TBO Shares that were outstanding immediately prior to the
Effective Time (each a “TBO Stock Certificate”) to the Transfer Agent (or, in case such
certificates shall be lost, stolen or destroyed, an affidavit of that fact by the holder thereof
pursuant to Section 3.5) and (ii) delivery to the Transfer Agent of an executed Letter of
Transmittal, the Transfer Agent shall deliver to the record holder of the TBO Shares surrendering
such certificate or certificates, a certificate or certificates (or evidence of shares in
book-entry form) registered in the name of such shareholder representing the number of shares of
Parent Common Stock and/or Parent Preferred Stock to which such holder is entitled pursuant to this
Article III. In the event of a transfer of ownership of TBO Shares that is not registered in the
transfer records of TBO, a certificate (or evidence of shares in book-entry form) representing the
proper number of whole shares of Parent Common Stock and/or Parent Preferred Stock may be issued to
a Person other than the Person in whose name the TBO Stock Certificate so surrendered is
registered, if, upon delivery by the holder thereof, such TBO Stock Certificate shall be properly
endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance
shall have paid any transfer and other Taxes required by reason of the issuance of shares of Parent
Common Stock and/or Parent Preferred Stock to a Person other than the registered holder of such TBO
Stock Certificate or shall have established to the reasonable satisfaction of the Transfer Agent
that such Tax either has been paid or is not applicable, and shall have demonstrated, to the
reasonable satisfaction of the Transfer Agent, that the transfer of such TBO Shares to the
requesting person was accomplished in conformity with all applicable securities Laws and with any
other agreements restricting the transfer of the TBO Shares to which such TBO Shares are subject.
As of the Effective Time, each TBO Share (other than TBO Dissenting Shares) issued and outstanding
immediately prior to the Effective Time shall no longer be outstanding and shall automatically be
canceled and retired and until the certificate or certificates evidencing such shares are
surrendered, each certificate that immediately prior to the Effective Time represented any
outstanding TBO Share (other than TBO Dissenting Shares) shall be deemed at and after the Effective
Time to represent only the right to receive upon surrender as aforesaid the consideration specified
in this Article III, as applicable, for the holder thereof. Each TBO Dissenting Share shall be
converted into the right to receive payment from the Surviving Company with respect thereto in
accordance with the provisions of the FBCA.



3.3 Transfer Books; No Further Ownership Rights in TBO Shares. All shares of Parent
Common Stock and/or Parent Preferred Stock issued upon the surrender for exchange of TBO Stock
Certificates in accordance with the terms of this Article III shall be deemed to have been issued
(and paid) in full satisfaction of all rights pertaining to the TBO Shares previously represented
by such TBO Stock Certificates, and at the Effective Time, the share transfer books of TBO shall be
closed and thereafter there shall be no further registration of transfers on the share transfer
books of Surviving Company of the TBO Shares that were outstanding immediately prior to the
Effective Time. From and after the Effective Time, the holders of TBO Stock Certificates that
evidenced ownership of the TBO Shares outstanding immediately prior to the Effective Time shall
cease to have any rights with respect to such shares, except as otherwise provided for herein or by
applicable Law.



3.4 No Fractional Shares for Parent Common Stock or Parent Preferred Stock. No
fraction of a share of Parent Common Stock or Parent Preferred Stock shall be issued upon the
surrender for exchange of a TBO Stock Certificate (or evidence of such shares in book-entry form),
no dividends or other distributions of Parent shall relate to such fractional share interests and
such fractional share interests will not entitle the owner thereof to vote or to any rights of a
shareholder of Parent. Each holder of TBO Shares who would otherwise be entitled to a fraction of
a share of Parent Common Stock or Parent Preferred Stock (after aggregating all fractional shares
of Parent Common Stock or Parent Preferred Stock that otherwise would be received by such holder in
respect of such class of security) shall, receive from the Transfer Agent, in lieu of such
fractional share, one share of Parent Common Stock or Parent Preferred Stock, as the case may be.



3.5 Lost, Stolen or Destroyed Certificates. If any TBO Stock Certificate shall have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming
such TBO Stock Certificate to be lost, stolen or destroyed and, if required by Parent, the written
agreement by such Person to indemnify Parent and Surviving Company against any claim that may be
made against it with respect to such TBO Stock Certificate, the Transfer Agent will issue, subject
to Section 3.7 and Section 9.3, in exchange for such lost, stolen or destroyed TBO
Stock Certificate, Parent Common Stock and/or Parent Preferred Stock pursuant to this Agreement.



3.6 Dissenting Shares. Notwithstanding any provision in this Agreement to the
contrary, TBO Shares which are issued and outstanding immediately prior to the Effective Time and
held by a shareholder who has not voted in favor of adoption of this Agreement or consented thereto
in writing and who has properly exercised appraisal rights of such shares in accordance with
Section 607.1302 of the FBCA (the “TBO Dissenting Shares”) shall be converted into the right to
receive payment from Surviving Company with respect thereto and shall not be converted into or be
exchangeable for the right to receive the shares of Parent Common Stock and/or Parent Preferred
Stock unless and until such holders shall have failed to perfect or shall have effectively
withdrawn or lost their rights to appraisal under the FBCA. TBO Dissenting Shares shall be treated
in accordance with Section 607.1302 of the FBCA. If any such holder shall have failed to perfect
or shall have effectively withdrawn or lost such right to appraisal, such holder’s TBO Shares shall
thereupon be converted into and become exchangeable only for the right to receive, as of the
Effective Time, shares of Parent Common Stock and/or Parent Preferred Stock in accordance with the
terms of this Article III. TBO shall give (a) Parent prompt notice of any written demands for
appraisal of any TBO Shares, attempted withdrawals of such demands and any other instruments,
served pursuant to the FBCA and received by TBO relating to rights to be paid the “fair value” of
TBO Dissenting Shares, as provided in Section 607.1302 of the FBCA and (b) Parent the opportunity
to participate in, and after the Closing, direct all negotiations and proceedings with respect to
demands for appraisal under the FBCA. TBO shall not, except with the prior written consent of
Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of
TBO Shares. TBO or Surviving Company, as applicable under Section 607.1302 of the FBCA, shall
comply with all notice requirements under such section.



3.7 Earn-Out Payment.



(a) Each TBO Shareholder holding issued and outstanding TBO Series A Preferred Stock
immediately prior to the Effective Time and set forth on Schedule 3.7 hereto (other than holders of
TBO Dissenting Shares) (an “Eligible Shareholder”) shall be entitled to receive an Earn-Out Payment
to be determined and paid in accordance with this Section 3.7. If either:



(i) the Surviving Company and its Subsidiaries (including any Subsidiaries formed or acquired
after the date hereof) achieve consolidated revenues (determined in accordance with GAAP and
consistent with the principles and methodologies used in the preparation of Parent’s audited
financial statements) of at least $7,500,000 for any Twelve-Month Period completed during the
period beginning on the first day of the first month following the Closing Date and ending on or
before the last day of the month that is twenty-four (24) months after the Closing Date (the
“Earn-Out Measurement Period”); or



(ii) Parent and its Subsidiaries (including the Surviving Company and its Subsidiaries
(including any such Subsidiaries formed or acquired after the date hereof)) achieve consolidated
revenues (determined in accordance with GAAP and consistent with the principles and methodologies
used in the preparation of Parent’s audited financial statements) of at least $13,500,000 for any
Twelve-Month Period completed during the Earn-Out Measurement Period;



then each Eligible Shareholder shall be entitled to receive the number of shares of Parent
Preferred Stock set forth opposite his, her or its name on Schedule 3.7 (each, an “Earn-Out
Payment”). A “Twelve-Month Period” means any period that begins on the first day of a month and
ends on the last day of the twelfth (12th) consecutive month following such start date.



(b) As promptly as practicable following each Twelve-Month Period completed during the
Earn-Out Measurement Period, Parent shall prepare and deliver to the Representative a preliminary
statement calculating the revenues of the Surviving Company and its Subsidiaries in accordance with
GAAP and consistent with the principles and methodologies used in the preparation of Parent’s
audited financial statements for such Twelve-Month Period (each, an “Earn-Out Statement”).
Promptly following receipt of each Earn-Out Statement, the Representative may review the same and,
within ten (10) days after the date of such receipt, may deliver to Parent a certificate setting
forth any objections to such Earn-Out Statement, together with a summary of the reasons therefore
and calculations which, in its view, are necessary to eliminate such objections (each, an “Earn-Out
Objection Notice”). If the Representative does not so object within such ten (10) day period, such
Earn-Out Statement shall be final and binding for such Twelve-Month Period for purposes of this
Agreement.



(c) If the Representative timely delivers to Parent an Earn-Out Objection Notice with respect
to a Earn-Out Statement in proper form in accordance with Section 3.7(b), Parent and the
Representative shall use their reasonable efforts to resolve by written agreement (the “Agreed
Earn-Out Adjustments”) any differences as to such Earn-Out Statement and, if the Representative and
Parent so resolve any such differences, such Earn-Out Statement, as adjusted by the Agreed Earn-Out
Adjustments, shall be final and binding as the Earn-Out Statement for the Twelve-Month Period to
which it relates for purposes of this Agreement.



(d) If any objections raised by the Representative in any Earn-Out Objection Notice with
respect to a Earn-Out Statement are not resolved by the Agreed Earn-Out Adjustments within the
thirty (30) day period following the receipt by Parent of such Earn-Out Objection Notice, then
Parent and the Representative shall submit the objections that are then unresolved to McGladrey (or
such other impartial nationally or regionally recognized firm of independent certified public
accountants appointed by Parent and the Representative by mutual agreement) (the “Independent
Accountant”). The Independent Accountant shall resolve the unresolved objections (based solely on
the presentations by Parent and by the Representative as to whether any disputed matter had been
determined in a manner consistent with the principles and methodologies used in the preparation of
Parent’s audited financial statements) and shall deliver to Parent and the Representative, as
promptly as reasonably practicable and in any event within thirty (30) days after its appointment,
a written report setting forth its resolution of the disputed matters determined in accordance with
the terms herein. The applicable Earn-Out Statement, after giving effect to any Agreed Earn-Out
Adjustments and to the resolution of disputed matters by the Independent Accountant, shall be final
and binding as the Earn-Out Statement for the Twelve-Month Period to which it relates for purposes
of this Agreement.



(e) The parties hereto shall make available to Parent, the Representative and, if applicable,
the Independent Accountant, such books, records and other information (including work papers) as
any of the foregoing may reasonably request to prepare or review any Earn-Out Statement, any
Earn-Out Objection Notice or any matters submitted to the Independent Accountant. The fees and
expenses of the Independent Accountant hereunder (including any retainer) shall be borne equally by
Parent, on the one hand, and the Eligible Shareholders (on a pro rata basis), on the other hand,
and the Parent and the Representative hereby agree to sign any customary engagement letter
presented by the Independent Accountant.



(f) The parties agree that the procedures set forth herein with respect to each Earn-Out
Statement are not intended to permit the introduction of different accounting methods, policies,
practices, procedures, classifications or estimation methodologies from those used in the
preparation of Parent’s audited financial statements. The dispute resolution provisions set forth
in this Section 3.7 shall be the parties’ and the Eligible Shareholders’ sole remedy with
respect to any disputes regarding any Earn-Out Payment in the absence of fraud; provided that no
adjustment or determination under this Section 3.7 or any other provision of this
Section 3.7 shall limit the representations, warranties, covenants and agreements of the
parties set forth elsewhere in this Agreement.



(g) During the Earn-Out Measurement Period, Parent will operate its Subsidiaries in good faith
and in a commercially reasonable manner, having regard to industry conditions and the financial
condition and prospects of its Subsidiaries. The Eligible Shareholders acknowledge and agree that
Parent shall have sole and absolute discretion regarding its and its Subsidiaries’ operations,
including without limitation with respect to making employment, personnel and staffing decisions
and determining whether or not to make capital investments, provide credit support or provide
guarantees of the obligations of any of its Subsidiaries.



(h) Payment of the Earn-Out Payments may be subject to setoff and reduction, on a pro rata
basis, in satisfaction of any Damages to which a Parent Indemnified Party may be entitled to
indemnification pursuant to Article IX hereof in accordance with Section 9.3 hereof.



(i) Except as provided in Section 9.3, Parent shall issue any Earn-Out Payments finally
determined to be earned hereunder within ten (10) days of such determination. The rights of each
Eligible Shareholder to his, her or its Earn-Out Payment, if any, is personal to such Eligible
Shareholder and shall only be transferable by operation of law, by will or the laws of descent and
distribution or to the equity owners of such Eligible Shareholder following its dissolution. Any
attempted transfer of such right by an Eligible Shareholder (other than as permitted by the
immediately preceding sentence) shall be null and void.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TBO




Except as set forth in the Disclosure Schedule delivered to Parent in connection with this
Agreement, TBO represents and warrants to Parent and Merger Sub as follows:



4.1 Organization and Standing. TBO is a corporation duly organized, validly existing
and in good standing under the Laws of the State of Florida. TBO has the requisite corporate power
and authority to own and operate its properties and assets, and to carry on its business as
currently conducted. TBO is presently qualified to do business as a foreign corporation in each
jurisdiction in which the failure to be so qualified would have a Material Adverse Effect with
respect to TBO. True and accurate copies of TBO’s articles of incorporation (the “TBO Charter”)
and TBO’s bylaws (the “TBO Bylaws”), each as in effect as of the date hereof and at the Closing,
have been delivered to Parent.



4.2 Corporate Power. TBO has all requisite legal and corporate power and authority to
execute and deliver this Agreement and to carry out and perform its other obligations hereunder.



4.3 Authorization and Enforceability. All action on the part of TBO and its board of
directors necessary for (i) the authorization, execution and delivery of this Agreement and (ii)
the performance of its obligations hereunder, has been taken or will be taken prior to or upon the
Effective Time, as applicable; provided, however, that TBO cannot consummate the
Merger unless and until it receives the requisite approval of the TBO Shareholders pursuant to the
FBCA and the TBO Charter. This Agreement has been duly executed by TBO and, assuming the due
authorization, execution and delivery by the other parties hereto, constitutes a valid and legally
binding obligation of TBO, except (i) as limited by Laws of general application relating to
bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law governing
specific performance, injunctive relief or other equitable remedies and by general principles of
equity.



4.4 Subsidiaries. Section 4.4 of the Disclosure Schedule sets forth the name,
jurisdiction of organization, the authorized, issued and outstanding equity interests of each
Subsidiary of TBO and the jurisdictions in which each such Subsidiary is qualified to do business.
TBO does not directly or indirectly own any equity or similar interest in, or any interest
convertible or exchangeable or exercisable for any equity or similar interest in, any corporation,
partnership, joint venture or other business association or entity other than as set forth on
Section 4.4 of the Disclosure Schedule. All the outstanding equity interests of each
Subsidiary of TBO is owned directly or indirectly by TBO free and clear of all Liens or third party
rights and of any restrictions on transfer, except for transfer restrictions of the federal and
state securities Laws, and is duly authorized, validly issued in compliance with applicable Laws,
fully paid and nonassessable. Each Subsidiary of TBO (i) is a corporation or other entity duly
organized, validly existing and in good standing under the Laws of its jurisdiction of
organization; (ii) has the requisite power and authority to carry on its business as it is now
being conducted and to own the properties and assets it now owns; and (iii) is duly qualified to do
business and is in good standing in every jurisdiction in which the failure to be so qualified and
in good standing would have a Material Adverse Effect on TBO or any such Subsidiary. TBO has
heretofore made available complete and correct copies of the certificate or articles of
organization, bylaws, operating agreement and/or comparable charter documents of each of its
Subsidiaries, as amended to date and as presently in effect. No Subsidiary of TBO is in material
violation of any of the provisions of its certificate or articles of organization, bylaws,
operating agreement and/or comparable charter documents. Except as set forth in
Section 4.4 of the Disclosure Schedule, since inception, neither TBO nor any of its
Subsidiaries has consolidated or merged with, acquired all or substantially all of the assets of,
or acquired the stock of or any interest in any Person.



4.5 Noncontravention. Except as set forth in Section 4.5 of the Disclosure
Schedule, the execution and delivery of this Agreement by TBO, and TBO’s performance of and
compliance with the terms hereof, and the consummation of the Merger and the other transactions
contemplated hereby, will not (a) result in any violation, breach or default, be in conflict with
or constitute, with or without the passage of time or giving of notice, a default under the TBO
Charter, the TBO Bylaws, the certificate of incorporation, bylaws or similar governing document of
any other Acquired Entity, (b) result in any material violation, breach or default, be materially
in conflict with or constitute, with or without the passage of time or giving of notice, a material
default under any TBO Material Agreement or any Law, (c) require any consent or waiver under any
TBO Material Agreement or any Law (other than any consents or waivers that have been obtained), (d)
result in the creation of any Lien upon any of the properties or assets of any Acquired Entity, (e)
trigger any right of cancellation, termination or acceleration under any TBO Material Agreement,
(f) create any right of payment in any other Person (except as set forth herein), or (g) result in
a Material Adverse Effect on any Acquired Entity.



4.6 Capitalization.



(a) The authorized capital stock of TBO consists of (i) 200,000,000 shares of TBO Common
Stock, and (ii) 10,000,000 shares of TBO Preferred Stock, (A) 60,000 shares of which are designated
TBO Series A Preferred Stock, which are convertible into TBO Common Stock on a 1,000-for-one basis,
(B) 4,800,000 shares of which are designated Series B Convertible Preferred Stock, par value
$0.001, which are convertible into TBO Common Stock on a two-for-one basis, and (C) 100 shares of
which are designated Series C Convertible Preferred Stock, par value $0.001, which are convertible
into TBO Common Stock on a 14,222.22-for-one basis. Section 4.6(a) of the Disclosure
Schedules sets forth a list of all of the issued and outstanding shares of capital stock of TBO and
the holders thereof, including any and all rights to acquire any capital stock of TBO, contingent
or otherwise. The TBO Common Stock and the TBO Preferred Stock have the rights, preferences,
privileges and restrictions set forth in the TBO Charter and under the Laws of the State of
Florida. All issued and outstanding shares of TBO’s capital stock have been duly authorized and
validly issued in compliance with applicable Laws, and are fully paid and nonassessable and free
and clear of Liens or third party rights and of any restrictions on transfer, except for transfer
restrictions of the federal and state securities Laws. Each holder of any capital stock of TBO is
an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act (an “Accredited Investor”) or a sophisticated purchaser as defined in Rule 506 of Regulation D
promulgated under the Securities Act.



(b) Except as set forth in Section 4.6(b) of the Disclosure Schedule, there are no
options, warrants, preemptive rights, rights of first refusal, put or call rights or obligations or
anti-dilution or other rights to purchase or acquire from any Acquired Entity any of such entity’s
authorized and unissued equity interests. There are (i) no rights to have the equity interests of
any Acquired Entity registered for sale to the public in connection with the Laws of any
jurisdiction, and (ii) to the Acquired Entities’ Knowledge, no agreements relating to the voting of
voting securities of any Acquired Entity and no restrictions on the transfer of the capital stock
or other equity securities of any Acquired Entity, other than those arising under applicable
securities Laws. All outstanding securities of any Acquired Entity were issued pursuant to and in
compliance with a valid exemption from registration under the Securities Act, and have been issued
in compliance with applicable state securities Laws.



4.7 Financial Statements.



(a) Schedule 4.7(a) to the Disclosure Schedule contains the unaudited consolidated
financial statements of the Acquired Entities as of and for the twelve-month periods ended December
31, 2013 and 2012 and the unaudited consolidated balance sheet of the Acquired Entities (the
“Balance Sheet”) as of September 30, 2014 (the “Balance Sheet Date”) and statements of income and
cash flow of the Acquired Entities as of and for the nine-month period ended September 30, 2014
(collectively, the foregoing financial statements being the “TBO Financial Statements”). The TBO
Financial Statements have been prepared from the Books and Records in accordance with GAAP applied
on a consistent basis throughout the periods indicated, except, in the case of the unaudited
financial statements, for the failure to include the footnotes required by GAAP and subject to
normal and non-recurring year-end audit adjustments (which will not be material in the aggregate).
The TBO Financial Statements fairly present in all material respects the financial position and
results of operations, shareholders’ equity and cash flows of the Acquired Entities, on a
consolidated basis, as of the dates and for the periods reflected thereon. The Acquired Entities
maintain a standard system of accounting established and administered in accordance with GAAP.



(b) The Acquired Entities (i) make and keep accurate Books and Records in a consistent manner
and (ii) maintain internal accounting controls that provide reasonable assurance that (A)
transactions are and have been executed in accordance with management’s authorization, (B)
transactions are and have been recorded as necessary to permit preparation of their financial
statements and to maintain accountability for their assets, (C) access to their assets is and has
been permitted only in accordance with management’s authorization, and (D) the reported
accountability for their assets is compared with existing assets at reasonable intervals. There
has not been (i) any significant deficiency in the design or operation of internal controls which
could affect the ability of the Acquired Entities to record, process, and summarize its
consolidated financial data or any material weaknesses in internal controls of the Acquired
Entities, or (ii) any fraud that involves management or other employees who have a significant role
in the internal controls of the Acquired Entities. Except as set forth in Section 4.7(b)
of the Disclosure Schedule, since the Balance Sheet Date, there have been no changes in internal
controls or in other factors that could materially affect internal controls by the Acquired
Entities, including any corrective actions with regard to significant deficiencies and material
weaknesses.



(c) None of the Acquired Entities has any Liabilities (and there is no basis for any present
or future Proceeding against any Acquired Entities giving rise to any Liability) except (a) to the
extent specifically reflected and accrued for or specifically reserved against in the Balance Sheet
and (b) for current Liabilities incurred subsequent to the Balance Sheet Date in the ordinary
course of business consistent with past custom and practice (none of which results from, arises out
of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty,
tort, infringement, or violation of Law).



(d) As of the date hereof, TBO has at least six million dollars ($6,000,000) in cash and cash
equivalents on hand (after deduction of all known Liabilities including TBO’s Transaction
Expenses).



4.8 Absence of Certain Changes or Events. Since December 31, 2013, (i) there has been
no event, occurrence or development that, individually or in the aggregate, has resulted in or
could reasonably be expected to result in a Material Adverse Effect on any Acquired Entity, (ii) no
event has occurred or action has been taken which, if taken after the date hereof and prior to
Effective Time, would constitute a breach of the covenants set forth in Section 6.9. No
Acquired Entity is Insolvent as of the date hereof, nor will any Acquired Entity be Insolvent after
giving effect to the transactions contemplated hereby to occur at the Closing.



4.9 Material Contracts.



(a) Section 4.9(a) of the Disclosure Schedule sets forth all of the Contracts to which
any Acquired Entity is a party or by which its or any of its assets are bound of the types
described below and categorized accordingly (each, a “TBO Material Agreement”):



(i) Contracts relating to the employment or engagement of any Person, or any bonus, deferred
compensation, pension, profit sharing, stock option, employee stock purchase, retirement,
retention, severance, or change of control arrangement;



(ii) Contracts other than those described in clause (i) with any current officer, director or
employee of any Acquired Entity, or any Affiliate of any Acquired Entity or any such Person;



(iii) Contracts with any employee or labor union or association representing any employee;



(iv) Contracts relating to capital expenditures;



(v) Contracts entered into within the last two years relating to the acquisition or
disposition of any equity interests in or, except in the ordinary course of business, assets of any
Person, including, without limitation, the Interactive Purchase Agreement;



(vi) Contracts creating or otherwise related to any joint venture or partnership;



(vii) Contracts limiting the ability of any Acquired Entity to engage in any line of business
or to compete with any Person or to conduct business in any geographical area or to solicit any
Person for employment;



(viii) Contracts relating to any Indebtedness of any Acquired Entity (other than accounts
payable to trade creditors in the ordinary and usual course of business consistent with past custom
and practice), including credit facilities, promissory notes, security agreements, and other credit
support arrangements, and Contracts under which any Acquired Entity have imposed or incurred a Lien
on any of their assets;



(ix) Contracts granting a power of attorney, revocable or irrevocable, to any Person for any
purpose whatsoever;



(x) Contracts that provide for the indemnification by any Acquired Entity of any Person or the
assumption of any Tax, environmental or other Liability of any Person;



(xi) Contracts relating to any loan (other than accounts receivable from trade debtors in the
ordinary and usual course of business consistent with past custom and practice) or advance to
(other than ordinary course travel allowances to the employees of any Acquired Entity), or
investments in, any Person;



(xii) Contracts relating to any guarantee or other contingent Liability in respect of any
Indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for
collection in the ordinary and usual course of business consistent with past custom and practice);



(xiii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency,
sales promotion, market research, marketing consulting and advertising Contracts;



(xiv) Contracts with any Governmental Authority;



(xv) Contracts, loans and/or lease arrangements involving, directly or indirectly, any
rebates, payments, commissions, promotional allowances or any other economic benefits, regardless
of their nature or type, to or from any Affiliate or to or from any customer, supplier, employee or
agent of any Acquired Entity;



(xvi) all other Contracts which are reasonably likely to involve the receipt or payment of an
amount in excess of $100,000 in any 12-month period and which cannot be cancelled by an Acquired
Entity without penalty and without more than thirty (30) days’ notice;



(xvii) all leases of personal property involving annual payments in excess of $50,000 relating
to personal property used by any Acquired Entity or to which any Acquired Entity is a party or by
which the properties of any Acquired Entity is bound;



(xviii) Contracts relating to the license of data, whether as licensee or licensor;



(xix) all customer Contracts reasonably likely to account for more than $50,000 in revenues in
any 12-month period; and



(xx) any other Contract which is material to any Acquired Entity and which has not previously
been disclosed pursuant to this Section 4.9(a).



(b) The applicable Acquired Entity, and, to the Acquired Entities’ Knowledge, each other party
thereto, has in all material respects performed all the obligations required to be performed by
them to date (or such non-performing party has received a valid, enforceable and irrevocable
written waiver with respect to its non performance), and have received no written notice of default
and are not in default (with due notice or lapse of time or both), under any TBO Material Agreement
which would permit termination, modification, acceleration or material payment under any TBO
Material Agreement. The Acquired Entities have no Knowledge of any breach or anticipated breach by
the other party to any TBO Material Agreement. True, correct and complete copies of the TBO
Material Agreements required to be set forth in Section 4.9 of the Disclosure Schedule have
previously been provided or made available to Parent by TBO. Except as set forth in Section
4.9 of the Disclosure Schedule, each of the TBO Material Agreements shall, following the
Closing, remain enforceable by the Surviving Company and its Subsidiaries and, to the Knowledge of
TBO, binding on the other parties thereto, without the Consent of any Person. To the Knowledge of
TBO, each of the Contracts disclosed in Section 4.9(a) of the Disclosure Schedule is in
full force and effect, is valid and enforceable in accordance with its terms and, to the Knowledge
of TBO, is not subject to any claims, charges, setoffs or defenses. There are no disputes pending
or threatened under any such Contract. The Acquired Entities, and to the Knowledge of TBO, each
other party thereto is in compliance with all of its obligations under each such Contract.



(c) The indemnification provisions under the Interactive Purchase Agreement remain in effect
and no claims for indemnification have been made thereunder, nor are there any reasonable grounds
therefor.



4.10 Intellectual Property; Data Security.



(a) Except as set forth in Section 4.10(a) of the Disclosure Schedule, the Acquired
Entities own, free and clear from all Liens, or licenses for use (with a right to sublicense) all
of the Intellectual Property necessary to the conduct of the business of the Acquired Entities as
presently conducted (“TBO Intellectual Property”). The Intellectual Property owned by the Acquired
Entities (“Owned Intellectual Property”) and the Intellectual Property licensed to the Acquired
Entities under the Intellectual Property Licenses comprise all of the Intellectual Property that is
used in the business by the Acquired Entities.



(b) Section 4.10(b)(i) of the Disclosure Schedule contains a correct and complete list
of all Owned Intellectual Property for which a registration or application has been filed with a
Governmental Authority or regulatory authority, including patents, trademarks, service marks,
domain names and copyrights, issued by or registered with, or for which any application for
issuance or registration thereof has been filed with, any Governmental Authority or regulatory
authority. Section 4.10(b)(ii) of the Disclosure Schedule contains a correct and complete
list of all trademarks, service marks and other trade designations that are Owned Intellectual
Property and not otherwise identified in Section 4.10(b)(i) of the Disclosure Schedule.
All required filings and fees related to the Owned Intellectual Property have been timely filed
with and paid to the relevant Governmental Authority and authorized registrars, and all Owned
Intellectual Property is otherwise valid, enforceable and in good standing. The Acquired Entities
have made available to Parent true and complete copies of file histories, documents, certificates,
office actions, correspondence and other materials related to all Intellectual Property
registrations. Section 4.10(b)(iii) of the Disclosure Schedule contains a correct and
complete list of all written or oral licenses and arrangements other than licenses for shrinkwrap,
clickwrap or other similar commercially available off-the-shelf software that has not been modified
or customized by a third party for the Acquired Entities (A) pursuant to which the use by any
Person of Intellectual Property is permitted by any Acquired Entity; or (B) pursuant to which the
use by any Acquired Entity of Intellectual Property is permitted by any Person (collectively, the
“Intellectual Property Licenses”). The Acquired Entities have made available to Parent true and
complete copies of all Intellectual Property Licenses. The Intellectual Property Licenses are
valid, binding, and enforceable between the Acquired Entity party thereto and the other parties
thereto and are in full force and effect. There is no breach of any Intellectual Property License
by any Acquired Entity or, to the Acquired Entities’ Knowledge, by any other party thereto, and no
event has occurred, or condition or circumstance exists, which could reasonably be expected to
constitute a breach thereof. Each Acquired Entity party thereto and, to the Acquired Entities’
Knowledge, each other party thereto is in compliance with all obligations under each Intellectual
Property License. There are no agreements, understandings, instruments, contracts, judgments,
orders or decrees to which any Acquired Entity is a party or by which it is bound that involve
indemnification by such Acquired Entity with respect to any infringement or misappropriation of
Intellectual Property. All software used by each Acquired Entity is licensed from third parties
and used pursuant to, and within the scope of, a valid license or other enforceable right
(including the appropriate number of seats being used) and is not a “bootleg” or otherwise
unauthorized version or copy.



(c) To the Acquired Entities’ Knowledge, the use of the Intellectual Property used in the
business and the operation of the business of the Acquired Entities as presently conducted by the
Acquired Entities does not interfere with, infringe upon, misappropriate, or otherwise come into
conflict with, any Intellectual Property rights. No Acquired Entity has received any notice
alleging its infringement upon any Intellectual Property rights of third parties or with respect to
the ownership, validity, enforceability, license or use of the TBO Intellectual Property. To the
Acquired Entities’ Knowledge, no Person has infringed, is infringing, violated, or is violating or
has otherwise misappropriated or is otherwise misappropriating any TBO Intellectual Property.



(d) The Acquired Entities have secured from all current and former (i) consultants, advisors,
employees and independent contractors who independently or jointly contributed to or participated
in the conception, reduction to practice, creation or development of any TBO Intellectual Property
(ii) named inventors of patents and patent applications owned or purported to be owned by any
Acquired Entity (any Person described in clauses (i) or (ii), an “Author”), unencumbered and
unrestricted exclusive ownership of, all of the Authors’ right, title and interest in an to such
Intellectual Property, and the Acquired Entities have obtained the waiver of all non-assignable
rights. The Acquired Entities have made available to Parent true and complete copies of all such
agreements. No current or former employee, consultant, contractor, or any other Person has any
right, claim, or interest whatsoever to any of the TBO Intellectual Property, and each has waived
all rights to all Intellectual Property that might be available under applicable Law. To the
Acquired Entities’ Knowledge, no employee, consultant, or contractor of any Acquired Entity has
been, is, or will be performing services for the business of the Acquired Entities in breach of any
term of any employment, invention disclosure or assignment, confidentiality, or noncompetition
agreement or other restrictive covenant as a result of such employee’s employment in, or such
consultant’s or contractor’s engagement to provide services with respect to, such business. No
Acquired Entity has received any written notice alleging that any such violation has occurred.



(e) To the Acquired Entities’ Knowledge, there are no actions that must be taken within one
hundred eighty (180) days after the date of this Agreement, including the payment of any
registration, maintenance, or renewal fees or the filing of any documents, applications, or
certificates for the purposes of maintaining, perfecting, or preserving or renewing any right in
any Owned Intellectual Property. Section 4.10(e) of the Disclosure Schedule lists the
status of any proceedings or actions pending or threatened before any Governmental Authority
anywhere in the world related to any of the TBO Intellectual Property, including the due date for
any outstanding response by any Acquired Entity in such proceedings. No Acquired Entity has taken
any action or failed to take any action that could result in the abandonment, cancellation,
forfeiture, relinquishment, invalidation, waiver, or unenforceability of any TBO Intellectual
Property.



(f) The Acquired Entities have taken all commercially reasonable steps to protect and preserve
the confidentiality of all confidential or non-public information of the Acquired Entities
(including trade secrets) or provided by any third party to any Acquired Entity. All current and
former employees and contractors of the Acquired Entities and any third party having access to such
confidential information have executed and delivered to the Acquired Entity a written legally
binding agreement regarding the protection of such confidential information. No Acquired Entity
has disclosed, delivered or licensed to any Person or agreed or obligated itself to disclose,
deliver or license to any Person, or permitted the disclosure or delivery to any escrow agent or
other Person of, any software source code or database specifications or designs, or any material
proprietary information or algorithm contained in or relating to any software source code or
database specifications or designs of any TBO Intellectual Property (“TBO Source Code”), other than
disclosures to employees, contractors and consultants (i) involved in the development of TBO
Intellectual Property and (ii) subject to a written confidentiality agreement. No event has
occurred, and no circumstance or condition exists, that (with or without notice or lapse of time,
or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by
any Acquired Entity of any TBO Source Code, other than disclosures to employees and consultants
involved in the development of TBO Intellectual Property.



(g) The Merger does not and will not materially or adversely affect any rights of Surviving
Company or its Subsidiaries to use any TBO Intellectual Property. Neither the execution or
performance of this Agreement nor the consummation of the Merger will result in a release from
escrow or other delivery to a third party of any TBO Source Code.



(h) Software used by the Acquired Entities in operation of their business for which the
Intellectual Property rights associated therewith are owned by a third party is protected by a
written source code escrow agreement that entitles the relevant Acquired Entity to access such
source code in the event of certain specified circumstances (including the insolvency of such third
party).



(i) Section 4.10(i) of the Disclosure Schedule identifies all open source materials
that are used in the conduct of the business of the Acquired Entities, describes the manner in
which such open source materials were used (such description shall include whether (and, if so,
how) the open source materials were modified and/or distributed by an Acquired Entity) and
identifies the licenses under which such open source materials were used. The Acquired Entities
are in compliance with the terms and conditions of all licenses for the open source materials. The
Acquired Entities have not (i) incorporated open source materials into, or combined open source
materials with, the TBO Intellectual Property, (ii) distributed open source materials in
conjunction with any TBO Intellectual Property or (iii) used open source materials, in such a way
that, with respect to clauses (i), (ii) or (iii), creates, or purports to create, obligations for
an Acquired Entity with respect to any Owned Intellectual Property or grant, or purport to grant,
to any third party any rights or immunities under any Owned Intellectual Property (including using
any open source materials that require, as a condition of use, modification and/or distribution of
such open source materials that other software incorporated into, derived from or distributed with
such open source materials be (A) disclosed or distributed in source code form, (B) be licensed for
the purpose of making derivative works or (C) be redistributable at no charge).



(j) All data which has been collected, stored, maintained or otherwise used by the Acquired
Entities has been collected, stored, maintained and used in accordance with all applicable Laws,
rules, regulations, guidelines, contracts, and industry standards, the Acquired Entities’ own
privacy policy, and any other policies of the Acquired Entities concerning data security
requirements, privacy policy notice requirements, data security breach requirements, and
requirements regarding the use, storage, disclosure, or transfer of personally identifiable
information, which includes Protected Health Information, as defined in 45 C.F.R. § 160.103
(collectively, “PII”). No Acquired Entity has received a notice of noncompliance with applicable
data protection Laws, rules, regulations, guidelines or industry standards or the Acquired
Entities’ privacy policy, nor has there been any investigation by any Governmental Authority
related to same. The Acquired Entities have made all registrations that the Acquired Entities are
required to have made in relation to the processing of data, and are in good standing with respect
to such registrations, with all fees due within ninety (90) days of the date hereof duly made. At
all times during which any of the Acquired Entities has collected, stored, maintained or otherwise
used data, the Acquired Entities have adopted and published a privacy policy or statement
describing the data collected, and the manner in which it used and disclosed such data, and the
Acquired Entities’ practices are, and have always been, in compliance with (i) their then-current
privacy policy or statement, including the privacy policy or statement posted on the Acquired
Entities’ websites, and (ii) their customers’ and suppliers’ privacy policies, when required to do
so by contract. The Acquired Entities have implemented and maintained appropriate and reasonable
measures to protect and maintain the confidential nature of any personal information. The Acquired
Entities have adequate technological and procedural measures in place to protect personal
information collected by the Acquired Entities against loss, theft and unauthorized access or
disclosure. There has been no data security breach of any computer systems or networks, or
unauthorized use of any PII that is owned, used, stored, received, or controlled by or on behalf of
the Acquired Entities. To the Knowledge of TBO, there has been no actual or suspected privacy
breach of any PII that is owned, used, stored, received, or controlled by or on behalf of any
Acquired Entity. No claims are pending or to the Knowledge of TBO threatened or likely to be
asserted against any Acquired Entity by any Person alleging a violation of any applicable Laws or
rights relating to privacy, PII, or any other confidentiality rights under any applicable U.S.
Laws, policies or procedures. The Acquired Entities have the full power and authority to transfer
any and all rights in any individual’s personal information in the Acquired Entities’ possession or
control to Parent and its Affiliates. None of the Acquired Entities is subject to any obligation
that would prevent any Acquired Entity, Parent, or any of their Affiliates from using the personal
information in a manner consistent with any Law or industry standard regarding the collection,
retention, use, or disclosure of such information.



4.11 Title to Properties and Assets; Liens.



(a) Each of the Acquired Entities (and not any Affiliate thereof) has good and marketable
title to all its assets, or a valid leasehold therein, free and clear of any and all Liens, except
for Permitted Liens. The assets currently owned or leased by each of the Acquired Entities are
sufficient for the continued conduct of the business after the Closing in substantially the same
manner as conducted prior to the Closing and constitute all of the rights, property and assets
necessary to conduct the business as currently conducted.



(b) All tangible personal property owned by any Acquired Entity, and all of the items of
tangible personal property used by any Acquired Entity under personal property leases, are
structurally sound, are in good operating condition and repair, and are adequate for the uses to
which they are being put, and none of such items of tangible personal property is in need of
maintenance or repairs except for ordinary, routine maintenance and repairs that are not material
in nature or cost. Section 4.11(b) of the Disclosure Schedule lists all of tangible
personal property owned by the Acquired Entities.



4.12 Compliance with Laws. Each of the Acquired Entities is, and at all times in the
past three years has been, in compliance in all material respects with all Laws applicable to it or
the operation, use, occupancy or ownership of its assets or properties or the conduct of its
business. No Acquired Entity has received written notice from any Governmental Authority of, and
TBO has no Knowledge of, any failure to comply with any Law. There is no investigation by a
Governmental Authority pending against or, to TBO’s Knowledge, threatened in writing against any
Acquired Entity.



4.13 Litigation. There is no material action, suit, Proceeding or investigation
pending or, to any Acquired Entity’s Knowledge, threatened against or affecting any Acquired Entity
or its properties or rights before any court or by or before any Governmental Authority. The
foregoing includes, without limitation, actions pending or, to any Acquired Entity’s Knowledge,
threatened involving the prior employment or engagement of any of employees or contractors of any
Acquired Entity or any information or techniques allegedly proprietary to any of such employees’ or
contractor’s former employers or clients, or their obligations under any agreements with prior
employers or clients. No Acquired Entity is a party or subject to, and none of its respective
assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any
Governmental Authority. There is no action, suit or proceeding initiated by any Acquired Entity
currently pending or which any Acquired Entity intends to initiate.



4.14 Governmental Consents. No consent, approval or authorization of or registration,
qualification, designation, declaration or filing with any Governmental Authority on the part of
any Acquired Entity is required in connection with the valid execution and delivery of this
Agreement or the consummation of any transaction contemplated hereby, except for (a) filing of the
Certificate of Designations with the State of Delaware and (b) filing of the Certificates of Merger
with the Secretary of State of the State of Florida and the Secretary of State of the State of
Delaware.



4.15 Permits. Each Acquired Entity has all Permits necessary for the conduct of its
business. No Acquired Entity is in default in any material respect under any such Permits.
Section 4.15 of the Disclosure Schedule contains a complete and accurate list of each
Permit that is held by the Acquired Entities or that otherwise relates to the business. Each
Permit listed or required to be listed in Section 4.15 of the Disclosure Schedule is valid
and in full force and effect. The Permits identified in Section 4.15 of the Disclosure
Schedule collectively constitute all of the Permits necessary to enable the Acquired Entities to
lawfully conduct and operate their business and to own and use their assets in the manner in which
they currently own and use such assets.



4.16 Brokers or Finders. No Acquired Entity has engaged any brokers, finders or
agents, and no Acquired Entity has incurred, or will incur, directly or indirectly, as a result of
any action taken by such Acquired Entity or any of its affiliates, any Liability for brokerage or
finders’ fees or agents’ commissions or any similar charges in connection with this Agreement and
the transactions contemplated hereby.



4.17 Tax Returns and Payments. Except as set forth in Section 4.17 of the
Disclosure Schedule, TBO and each other Acquired Entity has filed or caused to be filed in a timely
manner (within any applicable extension periods) all Tax Returns required to be filed by it, if
any, and all such Tax Returns are true and complete in all material respects, and has paid all
Taxes, assessments, fees and charges owed by any Acquired Entity (regardless of whether shown on
any such Tax Return). TBO and each other Acquired Entity, as applicable, has properly accrued on
the TBO Financial Statements for the payment of all Taxes, assessments, fees and charges payable by
it that are not yet due and payable. No Acquired Entity has been advised in writing (a) that any
of its Tax Returns have been or are being audited or (b) of any deficiency in assessment or
proposed adjustment to its federal, state or other Taxes. No assessment or proposed adjustment of
any Acquired Entity’s Taxes is pending. No Acquired Entity is currently the beneficiary of any
extension of time within which to file any Tax Return. No claim has been made in writing by a
Governmental Authority in a jurisdiction where any Acquired Entity does not file Tax Returns that
it is or may be subject to taxation by that jurisdiction. There are no Liens filed on any of the
assets of any Acquired Entity that arose in connection with the failure or alleged failure to pay
any Tax. Each Acquired Entity has withheld and paid all Taxes required to have been withheld and
paid in connection with amounts paid or owing to any employee, creditor, director, independent
contractor or third party. No Acquired Entity has waived any statute of limitations in respect of
Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No
Acquired Entity has entered into a closing agreement pursuant to Section 7121 of the Code or any
equivalent provision of state, local or foreign Law. No Acquired Entity has made any payments, or
is or will become obligated under any contract entered into on or before the Closing Date to make
any payments in connection with the transactions contemplated by this Agreement, or in connection
with a combination of the transactions contemplated by this Agreement and any other event, that
will be non-deductible under Code Section 280G or subject to the excise Tax under Code Section 4999
or that would give rise to any obligation to indemnify any Person for any excise Tax payable
pursuant to Code Section 4999. No Acquired Entity is a party to or bound by any Tax allocation or
Tax sharing agreement or, to its Knowledge, has any current or potential obligation to indemnify
any other Person with respect to Taxes. Except for consolidated income Tax Liabilities of any
wholly-owned corporate Subsidiaries it has owned since their inception, neither TBO nor any
Acquired Entity has any Liability for Taxes of any Person under Treasury Regulations Section
1.1502-6 (or any corresponding provision of state, local or foreign income Tax Law), or as
transferee, successor, by contract or otherwise. References in this Section to TBO include
references to any and all Subsidiaries of TBO that may affect its Liability. No Acquired Entity
has participated in any reportable transaction as contemplated in Treasury Regulations Section
1.6011-4. No Acquired Entity will be required, as a result of a change in method of accounting for
a taxable period ending on or prior to the Closing Date, to include any adjustment under Sections
481(c) or 263A of the Code (or any equivalent provision of state, local, or foreign Law) in taxable
income for any taxable period (or portion thereof) beginning after the Closing. No Acquired Entity
has entered into any installment sale or other similar arrangement that will require it to
recognize taxable income after the Closing with respect to any event or transaction which took
place prior to the Closing. No Acquired Entity has been a member of an affiliated group (as defined
in Section 1504 of the Code), filed or been included in a combined, consolidated or unitary income
Tax Return (in each case other than with respect to a consolidated Tax group of which TBO is the
common parent), nor is any a partner, member, owner or beneficiary of any entity treated as a
partnership or a trust for Tax purposes. No Acquired Entity has made any payments, nor will any
become obligated under any contract entered into on or before the Closing Date to make any
payments, that it reasonably believes would not be fully deductible under Section 162(m) of the
Code. TBO is not and has not been a United States real property holding corporation within the
meaning of Section 897(c)(2) of the Code. True, correct and complete copies of all income and
sales Tax Returns filed by or with respect to the Acquired Entities for the past six years have
been furnished or made available to Parent. TBO and the Acquired Entities have no deferred
intercompany transactions within the meaning of Treasury Regulations Section 1.1502-13, and neither
TBO nor any Acquired Entity has an excess loss in the stock or equity of any entity as contemplated
in Treasury Regulations Section 1.1502-19. To the Knowledge of the Acquired Entities, none of the
assets of the Acquired Entities is “tax-exempt use property” within the meaning of Section 168(h)
of the Code; and none of the assets of the Acquired Entities is required to be or is being
depreciated pursuant to the alternative depreciation system under Section 168(g)(2) of the Code.
There is currently no limitation on the utilization of net operating losses, capital losses,
built-in losses, tax credits or similar items of any of the Acquired Entities under Sections 269,
382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable
provisions of state, local or foreign Law). No Acquired Entity is subject to Tax in, engaged in
business in, nor does any have a permanent establishment in, any foreign jurisdiction. No Acquired
Entity has entered into a gain recognition agreement pursuant to Treasury Regulation Section
1.367(a)-8. No Acquired Entity has transferred an intangible asset the transfer of which would be
subject to the rules of Section 367(d) of the Code.



4.18 Employees.



(a) Section 4.18 of the Disclosure Schedule contains a list of all persons who are
employees, consultants or contractors of the Acquired Entities as of the date hereof, and sets
forth for each such individual the following: (i) name, (ii) title or position (including whether
full or part time), (iii) hire date, (iv) current annual base compensation rate, (v) commission,
bonus or other incentive-based compensation, and (vi) designation as either exempt or non-exempt
from the overtime requirements of the Fair Labor Standards Act.



(b) The Acquired Entities are not, nor have they ever been, a party to or bound by any labor
or collective bargaining agreement or other Contract with a labor organization representing any of
its employees, and there are no labor organizations representing, purporting to represent or, to
TBO’s Knowledge, attempting to represent any employee. There has never been, nor has there been
any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime,
arbitrations or other similar labor activity or dispute affecting any of the Acquired Entities or
any of their employees. There are no grievances, arbitrations, unfair labor practice charges, or
other labor disputes pending or, to TBO’s Knowledge, threatened against any Acquired Entity.



(c) No labor organization or group of employees of any Acquired Entity has made a pending
demand for recognition, and there are no representation proceedings or petitions seeking a
representation proceeding presently pending or, to the TBO’s Knowledge, threatened to be brought or
filed, with the National Labor Relations Board or other labor relations tribunal. There is no
organizing activity involving any Acquired Entity pending or, to TBO’s Knowledge, threatened by any
labor organization or group of employees of any Acquired Entity.



(d) There are no Proceedings against any Acquired Entity pending or, to TBO’s Knowledge,
threatened which would reasonably be expected to be brought or filed, with any public or
Governmental Authority based on, arising out of, in connection with, or otherwise relating to the
application or recruitment for employment, employment or termination of employment of any
individual or group by any Acquired Entity.



(e) Each Acquired Entity is and have been in material compliance with all applicable Laws
pertaining to employment and employment practices to the extent they relate to the employees of any
Acquired Entity, including all Laws relating to labor relations, equal employment opportunities,
fair employment practices, employment discrimination, harassment, retaliation, reasonable
accommodation, disability rights or benefits, immigration, wage and hours, overtime compensation,
child labor, health and safety, workers’ compensation, uniformed services employment,
whistleblowers, leaves of absence and unemployment insurance. All individuals characterized and
treated by any Acquired Entity as consultants or contractors are properly treated as independent
contractors under all applicable Laws. There are no Proceedings pending against any Acquired
Entity, or to TBO’s Knowledge, threatened to be brought or filed, by or with any Governmental
Authority or arbitrator in connection with the employment of any current or former employee,
consultant or independent contractor, including any claim relating to unfair labor practices,
employment discrimination, harassment, retaliation, equal pay or any other employment related
matter arising under applicable Laws. To the Knowledge of the Acquired Entities, there are no
internal complaints or reports that have been asserted by any current or former employee,
consultant or independent contractor pursuant to the anti-harassment policy of any Acquired Entity
that are pending or under investigation.



(f) Each Acquired Entity has complied with the WARN Act and has no plans to undertake any
action in the future that would trigger the WARN Act.



(g) Except as set forth in Section 4.18(g) of the Disclosure Schedule, all employees
of each Acquired Entity are residing and/or working in the United States (i) free of any
restrictions or limitations on their ability to accept employment lawfully in the United States
other than non-compete provisions with an Acquired Entity and (ii) in compliance with all
applicable Laws relating to immigration and naturalization. No Proceeding has been filed or
commenced against any Acquired Entity or, to TBO’s Knowledge, any employees thereof, that (a)
alleges any failure to comply with any applicable Laws relating to immigration and naturalization
or (b) seeks removal, exclusion or other restrictions on (I) such employee’s ability to reside
and/or accept employment lawfully in the United States and/or (II) the continued ability of any
Acquired Entity to sponsor employees for immigration benefits and, to TBO’s Knowledge, there is no
reasonable basis for any of the foregoing. To TBO’s Knowledge, there is no reasonable basis to
believe that any employee of any Acquired Entity will not be able to continue to so reside and/or
accept employment lawfully in the United States in accordance with all such Laws. The Acquired
Entities maintain adequate internal systems and procedures to provide reasonable assurance that all
employee hiring is conducted in compliance with all applicable Laws relating to immigration and
naturalization. No audit, investigation or other Proceeding has been commenced against any
Acquired Entity at any time with respect to its compliance with applicable Laws relating to
immigration and naturalization in connection with its hiring practices.



4.19 Employee Benefit Plans.



(a) Section 4.19 of the Disclosure Schedule sets forth a correct and complete list of
all TBO Employee Benefit Plans. No TBO Employee Benefit Plan is subject to Title IV of ERISA, or
Section 412 of the Code, is or has been subject to Sections 4063 or 4064 of ERISA, or is a
multi-employer welfare arrangement as defined in Section 3(40) of ERISA. Neither TBO nor any ERISA
Affiliate has any obligation or Liability, contingent or otherwise, under Title IV of ERISA with
respect to any “pension plan” as defined in Section 3(2) of ERISA. Neither TBO nor any of it ERISA
Affiliates has ever participated in and has never been required to contribute to any “multiemployer
plan,” as defined in Sections 3(37)(A) and 4001(a)(3) of ERISA and Section 414(f) of the Code or
any “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the
Code. No TBO Employee Benefit Plan provides for, nor does TBO or any of its Subsidiaries have any
Liability for post-employment life insurance or health benefit coverage for any person, except as
may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and
at the expense of such person. The Acquired Entities have no Liability with respect to any plan,
arrangement or practice of the type described in this Section 4.19(a) other than the TBO
Employee Benefit Plans set forth on Section 4.19 of the Disclosure Schedule.



(b) The TBO Employee Benefit Plans have been maintained in all material respects in accordance
with their terms and with all provisions of ERISA, the Code (including rules and regulations
thereunder) and other applicable federal and state Laws and regulations.



(c) There are no pending actions, claims or lawsuits that have been asserted or instituted
against any TBO Employee Benefit Plan, the Acquired Entities in connection with TBO Employee
Benefit Plan, the assets of any of the trusts under any TBO Employee Benefit Plan or the sponsor of
any TBO Employee Benefit Plan, or, to the Knowledge of TBO, against any fiduciary or administrator
of any TBO Employee Benefit Plan with respect to any TBO Employee Benefit Plan (other than routine
benefit claims), nor does TBO have any Knowledge of facts that could reasonably be expected to form
the basis for any such claim or lawsuit. No audits, proceedings, claims or demands are pending with
any Governmental Authority including without limitation, the Internal Revenue Service and the
Department of Labor. No “prohibited transaction” within the meaning of ERISA or the Code or breach
of any duty imposed on “fiduciaries” pursuant to ERISA has occurred with respect to any TBO
Employee Benefit Plan.



(d) True and accurate copies of each TBO Employee Benefit Plan documents, together with (to
the extent applicable): (i) all current trust agreements, (ii) the three (3) most recent annual
reports on Form 5500 and any auditor’s reports, (iii) the three (3) most recent annual financial
statements, (iv) the three (3) most recent annual actuarial reports, (iv) all Internal Revenue
Service favorable determination letters, and (v) all current summary plan descriptions and
summaries of material modifications for such plans have been furnished to Parent. In the case of
any unwritten TBO Employee Benefit Plan, a written description of such plan has been furnished to
Parent.



(e) Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein (in each case either alone or in conjunction with any other event)
will (i) result in any payment becoming due to any current or former employee, officer, director or
consultant of any Acquired Entity, (ii) increase any benefits otherwise payable under any TBO
Employee Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting
of any rights with respect to any such benefits under any TBO Employee Benefit Plan, (iv) require
any contributions or payments to fund, or any security to secure, any obligations under any TBO
Employee Benefit Plan, or (v) cause the renewal or extension of the term of any agreement regarding
the compensation of any current or former employee, officer, director or consultant of or to the
Acquired Entities. Any amount that could be received or has been received (whether in cash or
property or the vesting of property) by any employee, officer, director, stockholder or other
service provider of the Acquired Entities under any TBO Employee Benefit Plan or otherwise, will
not (i) fail to be deductible by reason of Section 280G of the Code or (ii) be subject to an excise
Tax under Section 4999 of the Code. No Acquired Entity has any indemnity obligation for any Taxes,
interest or penalties imposed under Section 4999 of the Code. No TBO Employee Benefit Plan has any
unfunded Liabilities which are not reflected on the TBO Financial Statements.



(f) With respect to each TBO Employee Benefit Plan intended to qualify under Code Section
401(a) or 403(a), (i) the Internal Revenue Service has issued a favorable determination letter,
which has not been revoked, that any such plan is tax-qualified and each trust created thereunder
has been determined by the Internal Revenue Service to be exempt from federal income Tax under Code
Section 501(a); (ii) nothing has occurred or will occur through the Closing which would cause the
loss of such qualification or exemption or the imposition of any penalty or Tax Liability; (iii) no
reportable event (within the meaning of Section 4043 of ERISA) has occurred; (iv) there has been no
termination or partial termination of such plan within the meaning of Code Section 411(d)(3); and
(v) the present value of all Liabilities under any such plan will not exceed the current fair
market value of the assets of such plan (determined using the actuarial assumption used for the
most recent actuarial valuation for such plan).



(g) Each agreement, contract, plan, or other arrangement that is a “nonqualified deferred
compensation plan” subject to Section 409A of the Code to which any Acquired Entity is a party
(collectively, a “Plan”) complies with and has been maintained in accordance with the
requirements of Section 409A(a)(2), (3), and (4) of the Code and any U.S. Department of Treasury or
Internal Revenue Service guidance issued thereunder and no amounts under any such Plan is or has
been subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code.
No Acquired Entity has any actual or potential obligation to reimburse or otherwise ‘‘gross-up’’
any person for the interest or additional Tax set forth under Section 409A(a)(1)(B) of the Code.



(h) There are no leased employees or independent contractors within the meaning of Section
414(n) of the Code who perform services for any Acquired Entity.



4.20 Obligations to Related Parties. Except as set forth in Section 4.20 of
the Disclosure Schedule, there are no loans, leases, agreements, understandings, commitments or
other continuing transactions between any Acquired Entity and (a) any employee, officer or director
of an Acquired Entity or any member of such Person’s immediate family, (b) shareholder of an
Acquired Entity or member of his or her immediate family, or (c) any Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is under common
control with any of the foregoing persons. To the Acquired Entities’ Knowledge, none of such
persons has any direct or indirect ownership interest in any firm or corporation with which any
Acquired Entity is affiliated or with which any Acquired Entity has a business relationship, or any
firm or corporation that competes with any Acquired Entity, except in connection with the ownership
of equity interests of publicly-traded companies (but not exceeding 2% of the outstanding equity
interests of any such company). No employee, officer, or director or, to the Acquired Entities’
Knowledge, any shareholder of any Acquired Entity (other than any preferred shareholder) or member
of any of the foregoing persons’ immediate families, or any Person that, directly or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with any
of the foregoing persons, has, directly or indirectly, any financial interest in any material
contract with any Acquired Entity (other than such contracts as relate to any such person’s
ownership of capital stock or other securities of TBO or employment by TBO).



4.21 Insurance. Each Acquired Entity has in full force and effect general commercial,
data security, product liability, fire and casualty insurance policies and insurance against other
hazards, risks and Liabilities to persons and property to the extent and in the manner customary
for companies in similar businesses similarly situated and sufficient in amount to allow it to
replace any of its material properties or assets that might be damaged or destroyed or sufficient
to cover insurable Liabilities to which such Acquired Entity may reasonably become subject.



4.22 Environmental Laws. To the Acquired Entities’ Knowledge, each Acquired Entity is
in compliance in all material respects with all applicable environmental Laws, rules and
regulations. There is no environmental litigation or other environmental Proceeding pending or, to
the Acquired Entities’ Knowledge, threatened, by any Governmental Authority or others with respect
to the business of the Acquired Entities. To the Acquired Entities’ Knowledge, no state of facts
exists as to environmental matters or Hazardous Substances that involves the reasonable likelihood
of a material capital expenditure by any Acquired Entity or that may otherwise have a Material
Adverse Effect on any Acquired Entity. To the Acquired Entities’ Knowledge, no Hazardous
Substances have been used, treated, stored or disposed of, or otherwise deposited, in or on the
properties owned or leased by any Acquired Entity in violation of any applicable environmental
Laws.



4.23 Real Property.



(a) None of the Acquired Entities owns or has owned any real property or interest in real
property.



(b) Section 4.23(b) of the Disclosure Schedule sets forth the address of each parcel
of real property and interests in real property leased by any Acquired Entity as lessee, and a
true, correct and complete list of all leases related to real property currently leased by any
Acquired Entity (individually, a “Real Property Lease” and the real properties specified in such
leases being referred to herein collectively as the “Leased Properties”). The applicable Acquired
Entity has a valid, binding and enforceable leasehold interest under each of the Real Property
Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws
affecting creditors’ rights and remedies generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in
equity). No Acquired Entity has received any written notice of any default or event that with
notice or lapse of time, or both, would constitute a default under any of the Real Property Leases,
and each Acquired Entity, and, to TBO’s Knowledge, each other party thereto, is in compliance with
all obligations of such party thereunder. No Acquired Entity has subleased, assigned or otherwise
granted to any Person the right to use or occupy such Leased Properties or any portion thereof. No
Acquired Entity’s possession and quiet enjoyment of Leased Property under each Real Property Lease
has been disturbed and there are no disputes with respect to any Real Property Lease. No security
deposit or portion thereof deposited with respect to any Real Property Lease has been applied in
respect of a breach of or default under any such Real Property Lease that has not been redeposited
in full. No Acquired Entity owes, or will owe in the future, any brokerage commissions or finder’s
fees with respect to any Real Property Lease. No Acquired Entity has collaterally assigned or
granted any other Lien in any Real Property Lease or any interest therein (other than Permitted
Liens). There are no Liens on the estate or interest created by any Real Property Lease (other
than Permitted Liens). TBO has delivered to Parent true, correct and complete copies of the Real
Property Leases, together with all amendments, modifications or supplements, if any, thereto.



(c) To the Acquired Entities’ Knowledge, the Leased Properties are in compliance with all
applicable building, zoning, subdivision, health and safety and other land use Laws, including the
Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the
Leased Properties (collectively, the “Real Property Laws”), and the current use or occupancy of the
Leased Properties or operation of the Acquired Entities’ business thereon does not violate any Real
Property Laws. No Acquired Entity has received any notice of violation of any Real Property Law.
There is no pending or, to the Knowledge of TBO, threatened zoning application or proceeding or
condemnation, eminent domain or taking proceeding with respect to the Leased Properties.



4.24 Absence of Certain Business Practices. Except as set forth in Section
4.24 of the Disclosure Schedule, no Acquired Entity has, and no shareholder, no Affiliate or
agent of the Acquired Entities or any shareholder, and no other Person acting on behalf of or
associated with any shareholder or any Acquired Entity, acting alone or together, has (a) received,
directly or indirectly, any rebates, payments, commissions, promotional allowances or any other
economic benefits, regardless of their nature or type, from any customer, supplier or employee or
agent of any customer or supplier; or (b) directly or indirectly given or agreed to give any money,
gift or similar benefit to any customer, supplier or employee or agent of any customer or supplier,
any official or employee of any government (domestic or foreign), or any political party or
candidate for office (domestic or foreign), or other Person who was, is or may be in a position to
help or hinder the business of the Acquired Entities (or assist any Acquired Entity in connection
with any actual or proposed transaction), in each case which (i) may subject any Acquired Entity to
any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not
given in the past, may have had an adverse effect on the assets, business, or operations of any
Acquired Entity, or (iii) if not continued in the future, may adversely affect the assets,
business, or operations of the Surviving Company or any of its Subsidiaries.



4.25 Business Continuity. None of the computer software, computer hardware (whether
general or special purpose), telecommunications capabilities (including all voice, data and video
networks) and other similar or related items of automated, computerized, and/or software systems
and any other networks or systems and related services that are used by or relied on by the
Acquired Entities in the conduct of their business (collectively, the “Systems”) have experienced
bugs, failures, breakdowns, or continued substandard performance since October 2, 2014 and, to the
Acquired Entities’ Knowledge, in the preceding twelve (12) months, that has caused any substantial
disruption or interruption in or to the use of any such Systems by the Acquired Entities. The
Acquired Entities and their Affiliates are covered by business interruption insurance in scope and
amount customary and reasonable to ensure the ongoing business operations of the business of the
Acquired Entities.



ARTICLE V

REPRESENTATIONS, WARRANTIES OF THE PARENT AND MERGER SUB




Except as set forth in the SEC Reports or on the Disclosure Schedule delivered to TBO in
connection with this Agreement, each of Parent and Merger Sub represents and warrants to TBO as
follows:



5.1 Organization and Standing. Parent is a company duly incorporated, validly
existing and in good standing under the Laws of the Cayman Islands as of the date hereof.
Effective upon the Domestication, Parent shall be a corporation duly organized, validly existing
and in good standing under the Laws of the State of Delaware. Merger Sub is a limited liability
company duly organized, validly existing and in good standing under the Laws of the State of
Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority to own and
operate its properties and assets, and to carry on its business as currently conducted. Parent is
presently qualified to do business as a foreign corporation in each jurisdiction in which the
failure to be so qualified would have a Material Adverse Effect with respect to Parent. True and
accurate copies of Parent’s Memorandum & Articles of Association (the “Parent Memorandum”), Merger
Sub’s certificate of formation (the “Merger Sub Charter”), Merger Sub’s operating agreement (the
“Merger Sub Operating Agreement”), each as in effect as of the date hereof, have been delivered to
TBO.



5.2 Corporate Power. Subject to obtaining the Shareholder Approval, each of Parent
and Merger Sub has all requisite legal and corporate and other power and authority to execute and
deliver this Agreement and to carry out and perform its other obligations hereunder.



5.3 Authorization and Enforceability. All action on the part of each of Parent and
Merger Sub, their respective directors, as applicable, necessary for the (i) authorization,
execution and delivery of this Agreement and (ii) performance of all obligations of Parent and
Merger Sub hereunder has been taken or will be taken prior to or upon the Effective Time, as
applicable; provided, however, that Parent and Merger Sub may not consummate the Domestication or
the Merger unless and until Parent receives the Shareholder Approval. This Agreement has been duly
executed by each of Parent and Merger Sub and, assuming the due authorization, execution and
delivery by the other parties hereto, constitutes and will constitute a valid and legally binding
obligation of each of Parent and Merger Sub, except (i) as limited by Laws of general application
relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law
governing specific performance, injunctive relief or other equitable remedies and by general
principles of equity.



5.4 Subsidiaries. Section 5.4 of the Disclosure Schedule sets forth the name,
jurisdiction of organization, the authorized, issued and outstanding equity interests of each
Subsidiary of Parent (other than Merger Sub) and the jurisdictions in which each such Subsidiary is
qualified to do business. Parent does not directly or indirectly own any equity or similar
interest in, or any interest convertible or exchangeable or exercisable for any equity or similar
interest in, any corporation, partnership, joint venture or other business association or entity
other than as set forth on Section 5.4 of the Disclosure Schedule. All the outstanding
equity interests of each Subsidiary of Parent is owned directly or indirectly by Parent free and
clear of all Liens or third party rights and of any restrictions on transfer, except for transfer
restrictions of applicable Laws, and is duly authorized, validly issued in compliance with
applicable Laws. Each Subsidiary of Parent (i) is a corporation or other entity duly organized,
validly existing and in good standing under the Laws of its jurisdiction of organization; (ii) has
the requisite power and authority to carry on its business as it is now being conducted and to own
the properties and assets it now owns; and (iii) is duly qualified to do business and is in good
standing in every jurisdiction in which the failure to be so qualified and in good standing would
have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole. No Subsidiary of
Parent is in material violation of any of the provisions of its certificate or articles of
organization, bylaws, operating agreement and/or comparable charter documents.



5.5 Authorized Securities. The shares of Parent Common Stock and Parent Preferred
Stock issuable pursuant to Article III of this Agreement, and the shares of Parent Common Stock
issuable upon conversion of any Parent Preferred Stock, shall be duly authorized and, when issued
in accordance with this Agreement and the Certificate of Designations (if applicable), will be duly
and validly issued, fully paid and non-assessable, and shall not be subject to preemptive or
similar rights of shareholders.



5.6 Noncontravention. The execution and delivery of this Agreement by Parent and
Merger Sub, and subject to obtaining the Shareholder Approval, Parent’s and Merger Sub’s
performance of and compliance with the terms hereof, or the consummation of the Merger and the
other transactions contemplated hereby, will not (a) result in any violation, breach or default, be
in conflict with or constitute, with or without the passage of time or giving of notice, a default
under the Parent Memorandum or the New Parent Charter (if and when each is applicable), the Merger
Sub Charter, the New Parent Bylaws (if and when applicable), or the Merger Sub Operating Agreement,
(b) result in any material violation, breach or default, be materially in conflict with or
constitute, with or without the passage of time or giving of notice, a material default under any
Parent Material Agreement or any Law, (c) require any consent or waiver under any Parent Material
Agreement or any Law (other than any consents or waivers that have been obtained and the
Shareholder Approval), (d) result in the creation of any Lien upon any of the properties or assets
of Parent, (e) trigger any right of cancellation, termination or acceleration under any Parent
Material Agreement, (f) create any right of payment in any Person (except as contemplated herein),
or (g) result in a Material Adverse Effect on Parent or Merger Sub.



5.7 Capitalization.



(a) The authorized capital stock of Parent on the date hereof consists of 1,000,000,000
ordinary shares, par value $0.0001 (the “Parent Ordinary Shares”), of which 36,405,997 ordinary
shares are issued and outstanding as of December 10, 2014, and 10,000,000 preferred shares, par
value $0.0001, of which none are issued and outstanding. The Parent Ordinary Shares have the
rights, preferences, privileges and restrictions set forth in the Parent Memorandum and under the
Laws of the Cayman Islands. Effective upon the Domestication, (i) the Parent Common Stock shall
have the rights, preferences, privileges and restrictions set forth in the New Parent Charter and
under the Laws of the State of Delaware and (ii) the Parent Preferred Stock shall have the rights,
preferences, privileges and restrictions set forth in the Certificate of Designations and under the
Laws of the State of Delaware. All issued and outstanding capital shares of Parent have been duly
authorized and validly issued in compliance with applicable Laws, and are fully paid and
nonassessable and free of any restrictions on transfer, except for transfer restrictions contained
in the Parent Memorandum (or after the Domestication, the Parent Charter and Bylaws) or under
federal and state securities Laws. The Parent Ordinary Shares constitute the only class of equity
securities of Parent registered under the Exchange Act.



(b) Except as set forth in Section 5.7(b) of the Disclosure Schedule, there are no
options, warrants, preemptive rights, rights of first refusal, put or call rights or obligations or
anti-dilution or other rights to purchase or acquire from Parent any of Parent’s authorized and
unissued capital shares. Except as set forth in Section 5.7(b) of the Disclosure Schedule,
there are (i) no rights to have Parent’s capital shares registered for sale to the public in
connection with the Laws of any jurisdiction, (ii) to the Parent’s Knowledge, no agreements
relating to the voting of Parent’s voting securities and (iii) no restrictions on the transfer of
Parent’s capital shares or other equity securities, other than those contained in the Parent
Memorandum or under applicable securities Laws. All outstanding shares were issued pursuant to a
valid registration statement filed with the SEC or an exemption from registration under the
Securities Act and have been issued in material compliance with applicable state securities Laws.



5.8 SEC Reports; Financial Statements. Parent qualifies as a foreign private issuer
(“FPI”) as such term is defined under the Exchange Act and the rules and regulations promulgated
thereunder and as such, has duly filed all required registration statements, reports, schedules,
forms, statements and other documents (including exhibits and all other information incorporated by
reference) required to be filed by it with the SEC under the Exchange Act, including pursuant to
Sections 13(a) or 15(d) thereof, for the past two (2) years (the foregoing materials (together with
any materials filed by Parent under the Exchange Act, whether or not required) being collectively
referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all material respects with
the requirements of the Securities Act and the Exchange Act and the rules and regulations of the
SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The financial statements of Parent included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and regulations of the SEC
with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with GAAP, except as may be otherwise specified in such financial statements
or the notes thereto, and fairly present in all material respects the financial condition, results
of operations and cash flows of Parent and its Subsidiaries as of the dates, and for the periods,
indicated therein, subject, in the case of unaudited statements, to normal, year-end audit
adjustments. Parent has heretofore made available or promptly will make available to TBO a
complete and correct copy of any amendments or modifications which are required to be filed with
the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments
which previously had been filed by Parent with the SEC pursuant to the Exchange Act.



5.9 Absence of Changes. Since December 31, 2013, except as disclosed in the SEC
Reports filed as of the date hereof, or in Section 5.9 of the Disclosure Schedule or
incident to the transactions contemplated hereby or in connection with the Domestication and/or
Merger, (i) there has been no event, occurrence or development that, individually or in the
aggregate, has had or that would reasonably be expected to result in a Material Adverse Effect on
Parent and its Subsidiaries, taken as a whole, (ii) Parent and its Subsidiaries have not incurred
any Liabilities which exceed, in the aggregate, $1,000,000, (iii) Parent has not altered its method
of accounting or the identity of its auditors, (iv) Parent has not declared or made any dividend or
distribution of cash or other property to its shareholders, in their capacities as such, or
purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) Parent has not issued any equity securities or securities convertible into or exchangeable
for any equity securities. Parent has not taken any steps to seek protection pursuant to any
bankruptcy Law nor does Parent have any Knowledge or reason to believe that its creditors intend to
initiate involuntary bankruptcy proceedings or any actual Knowledge of any fact that would
reasonably lead a creditor to do so. Parent is not Insolvent as of the date hereof, and after
giving effect to the transactions contemplated hereby to occur at the Closing, will not be
Insolvent.



5.10 Sarbanes-Oxley Act. Parent and, to Parent’s Knowledge, each of its officers and
directors are in compliance with, and have complied, in each case in all material respects, with
the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the related rules
and regulations promulgated under or pursuant to the Exchange Act, in each case applicable to a
FPI. Each SEC Report containing financial statements that has been filed with or submitted to the
SEC by Parent was accompanied by the certifications required to be filed or submitted by the
Parent’s chief executive officer and/or chief financial officer, as required, pursuant to the
Exchange Act and, at the time of filing or submission of each such certification, such
certification was true and accurate and complied in all material respects with the Exchange Act.
Neither Parent nor, to Parent’s Knowledge, any of its executive officers has received notice from
any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of
filing such certifications.



5.11 Internal Controls. Except as disclosed in the SEC Reports filed as of the date
hereof or in Section 5.11 of the Disclosure Schedules, neither Parent (including, to
Parent’s Knowledge, any employee thereof) nor the Parent’s independent auditors has identified or
been made aware of (A) any significant deficiency or material weakness in the design or operation
of internal controls utilized by Parent (other than a significant deficiency or material weakness
that has been disclosed to the Parent Board, and, in the case of a material weakness, that has been
disclosed as required in the SEC Reports), (B) any fraud, whether or not material, that involves
Parent’s management or other employees who have a significant role in the preparation of financial
statements or the internal controls utilized by Parent or (C) any claim or allegation regarding any
of the foregoing (other than claims or allegations that have been duly investigated and found not
to involve any of the foregoing).



5.12 Material Contracts.



(a) Section 5.12(a) of the Disclosure Schedule or the Parent SEC Reports set forth all
of the Contracts to which Parent and any of its Subsidiaries are a party or by which their or any
of their assets are bound of the types described below and categorized accordingly (each, a “Parent
Material Agreement”):



(i) Contracts relating to the employment or engagement of any Person, or any bonus, deferred
compensation, pension, profit sharing, stock option, employee stock purchase, retirement,
retention, severance, or change of control arrangement;



(ii) Contracts relating to capital expenditures;



(iii) Contracts creating or otherwise related to any joint venture or partnership;



(iv) Contracts relating to any Indebtedness of Parent or any of its Subsidiaries, including
credit facilities, promissory notes, security agreements, and other credit support arrangements,
and Contracts under which Parent or any of its Subsidiaries have imposed or incurred a Lien on any
of their assets;



(v) Contracts relating to any guarantee or other contingent Liability in respect of any
Indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for
collection in the ordinary and usual course of business consistent with past custom and practice);



(vi) Contracts with any Governmental Authority; and



(vii) all other Contracts which are reasonably likely to involve the receipt or payment of an
amount in excess of $100,000 in any 12-month period and which cannot be cancelled by Parent or any
of its Subsidiaries without penalty and without more than thirty (30) days’ notice.



(b) Parent or its Subsidiary, whichever is applicable, and, to their Knowledge, each other
party thereto, has in all material respects performed all the obligations required to be performed
by them to date (or such non-performing party has received a valid, enforceable and irrevocable
written waiver with respect to its non performance), and have received no written notice of default
and are not in default (with due notice or lapse of time or both), under any Parent Material
Agreement which would permit termination, modification, acceleration or material payment under any
Parent Material Agreement. Parent and its Subsidiaries have no Knowledge of any breach or
anticipated breach by the other party to any Parent Material Agreement. Except as set forth in
Section 5.12 of the Disclosure Schedule, all of the Contracts disclosed in Section
5.12 of the Disclosure Schedule shall, following the Closing, remain enforceable and, to the
Knowledge of Parent, binding on the other parties thereto, without the Consent of any Person. Each
of the Contracts disclosed in Section 5.12(a) of the Disclosure Schedule is in full force
and effect, is valid and enforceable in accordance with its terms and, to the Knowledge of Parent,
is not subject to any claims, charges, setoffs or defenses. There are no disputes pending or
threatened in writing under any such Contract. Parent or its Subsidiary, and to the Knowledge of
Parent, each other party thereto is in compliance with all of its obligations under each such
Contract.



5.13 Title to Properties and Assets; Liens. Each of Parent and its Subsidiaries has
good and marketable title to its respective properties and assets, or a valid leasehold interest
therein, in each case subject to no Lien, other than Permitted Liens. All tangible personal
property owned by Parent and its Subsidiaries, and all of the items of tangible personal property
used by Parent and its Subsidiaries under personal property leases, are structurally sound, are in
good operating condition and repair, and are adequate for the uses to which they are being put, and
none of such items of tangible personal property is in need of maintenance or repairs except for
ordinary, routine maintenance and repairs that are not material in nature or cost. Neither Parent
nor any of its Subsidiaries currently owns, nor has it ever owned, any real property.



5.14 Compliance with Laws. Each of the Parent Entities is, and at all times in the
past three years has been, in compliance in all material respects with all Laws applicable to it or
the operation, use, occupancy or ownership of its assets or properties or the conduct of its
business. Neither Parent nor any of its Subsidiaries has received written notice from any
Governmental Authority of, and Parent has no Knowledge of, any failure to comply with any Law.
There is no material investigation by a Governmental Authority pending against or, to Parent’s
Knowledge, threatened in writing against any Parent or any of its Subsidiaries.



5.15 Litigation. There is no material action, suit, Proceeding or investigation
pending or, to Parent’s Knowledge, threatened against or affecting Parent, one of its Subsidiaries
or any of their respective properties or rights before any court or by or before any Governmental
Authority. Neither Parent nor any Subsidiary thereof is party or subject to, and none of their
respective assets is bound by, the provisions of any order, writ, injunction, judgment or decree of
any Governmental Authority. There is no action, suit or proceeding initiated by Parent or any
Subsidiary thereof currently pending or which Parent or such Subsidiary intends to initiate.



5.16 Governmental Consents. No consent, approval or authorization of or registration,
qualification, designation, declaration or filing with any Governmental Authority on the part of
Parent or Merger Sub is required in connection with the valid execution and delivery of this
Agreement or the consummation of any transaction contemplated hereby, except for (a) the filing of
the Certificate of Domestication with the State of Delaware, (b) filings required for the Cayman
De-Registration under the Laws of the Cayman Islands, (c) filing of the Certificate of Designations
with the State of Delaware and (d) filing of the Certificates of Merger with the Secretary of State
of the State of Florida and the Secretary of State of the State of Delaware, and except for the
qualification or registration (or taking such action as may be necessary to secure an exemption
from qualification or registration, if available) of the offer, issuance and sale of the shares of
Parent Common Stock and Parent Preferred Stock under applicable federal and state securities Laws.



5.17 Permits. Each of Parent and its Subsidiaries has all franchises, permits,
licenses, and any similar authority necessary for the conduct of its business as now being
conducted by it. Neither Parent nor any such Subsidiary is in default in any material respect
under any of such franchises, permits, licenses, or other similar authority.



5.18 Brokers or Finders. Parent has not engaged any brokers, finders or agents, and
Parent has not incurred, and will not incur, directly or indirectly, as a result of any action
taken by Parent or any of its Affiliates, any Liability for brokerage or finders’ fees or agents’
commissions or any similar charges in connection with this Agreement and the transactions
contemplated hereby.



5.19 Operations of Merger Sub. Merger Sub is a direct, wholly owned Subsidiary of
Parent, was formed solely for the purpose of engaging in the transactions contemplated by this
Agreement, has engaged in no other business activities and has conducted its operations only as
contemplated by this Agreement.



5.20 Obligations to Related Parties. Except as set forth in Section 5.20 of
the Disclosure Schedule, there are no material loans, leases, agreements, understandings,
commitments or other continuing transactions between Parent or one of its Subsidiaries on the one
hand and any employee, officer, director or Affiliate of Parent or one of its Subsidiaries or any
member of such Person’s immediate family on the other, except for employment arrangements.



ARTICLE VI

ADDITIONAL AGREEMENTS




6.1 Publicity. No party shall issue any press release or public announcement
pertaining to the Merger that has not been agreed upon in advance by Parent and TBO, except as
Parent reasonably determines to be necessary in order to comply with the rules of the SEC, the
Eligible Market or other applicable Law.



6.2 Tax-Free Exchange and Other Tax Matters.



(a) Each of Parent and TBO shall use its respective commercially reasonable efforts to cause
the Merger to qualify as a reorganization described in Section 368(a) of the Code and will not take
any actions that would reasonably be expected to cause the Merger to not so qualify. No action
that was contemplated by this Agreement or other agreements contemplated hereby shall be considered
a breach of this Section 6.2. For purposes of the foregoing, this Agreement shall
constitute a plan of reorganization.



(b) The term “Straddle Period” means a taxable period which begins before the Closing Date and
ends after the Closing Date. For purposes of this Agreement, including Sections 4.17 and
9.2(b)(iii), in order to determine the amount of Taxes attributable or allocable to the
portion of a Straddle Period ending at the Closing Date (a “Pre-Closing Period”) and Taxes
attributable to the portion of a Straddle Period beginning after the Closing Date (a “Post-Closing
Period”), the rules set forth in this section shall apply.



(c) In the case of a Straddle Period, the parties hereto will, to the extent permitted by
applicable Law, elect with the relevant governmental authority to treat the Pre-Closing Period and
the Post-Closing Period as separate short taxable periods, and Taxes arising in each such period
shall be separately computed. Except as provided in clause (d) below, in any case where applicable
Laws do not permit such an election to be made, then, for purposes of this Agreement, Taxes for the
Straddle Period shall be allocated between the Pre-Closing Period and the Post-Closing Period using
an interim-closing-of-the-books method assuming that the Pre-Closing Period is a taxable period
ending at the Closing Date, and that the Post-Closing Period is a taxable period beginning after
the Closing Date, and Taxes arising in each such period shall be separately computed.



(d) In the case of any Tax arising in a Straddle Period which is a real property, personal
property, ad valorem or other Tax not determined by reference to income, revenues or other levels
of activity, (i) the amount of such Tax attributable to the Pre-Closing Period shall be the amount
of that Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the
number of days in the Pre-Closing Period and the denominator of which is the number of days in the
entire taxable period, and (ii) the amount of such Tax attributable to the Post-Closing Period
shall be the amount of that Tax for the entire taxable period multiplied by a fraction, the
numerator of which is the number of days in the Post-Closing Period and the denominator of which is
the number of days in the entire taxable period.



(e) All Tax Returns of TBO and the Acquired Entities which have not been filed as of the
Closing Date shall be prepared and filed after the Closing Date by the entity primarily responsible
for the filing of said Tax Returns.



6.3 Notices from or to Governmental Authorities. Subject to applicable Laws relating
to the exchange of information, each party will promptly furnish to the other parties copies of
written communications (and memoranda setting forth the substance of all oral communications)
received by such party, or any of their respective Subsidiaries, affiliates or associates (as such
terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof), from, or
delivered by any of the foregoing to, any Governmental Authority relating to or in respect of the
transactions contemplated under this Agreement.



6.4 Parent Directors and Officers.



(a) Parent shall use commercially reasonable efforts (a) to cause the number of directors
constituting the board of directors of Parent (the “Parent Board”) immediately upon the Effective
Time to be increased to seven (7) directors and (b) to cause the election of the Director Nominees
(as hereafter defined) as members of the Parent Board by the existing members of the Parent Board
effective upon the Effective Time to fill the vacancies created by such increase. Each Director
Nominee shall serve as a director for a term expiring at Parent’s next annual meeting of
shareholders following the Closing Date and until his or her successor is elected and qualified.
“Director Nominees” means Derek Dubner and Daniel MacLachlan. Notwithstanding anything to the
contrary set forth herein, at least four (4) of the seven (7) directors of Parent must qualify as
independent directors as required by applicable Law.



(b) Parent shall use commercially reasonable efforts to cause Derek Dubner to be appointed
President, Data Fusion Division/Co-Chief Executive Officer of Parent effective upon the Effective
Time. Furthermore, Parent shall cause Derek Dubner to be elected a manager of Surviving Company.



6.5 Access to Parent and Merger Sub. During the period from the date of this
Agreement to the Effective Time or earlier termination of this Agreement, (a) Parent shall afford
to TBO and its officers, directors, agents and counsel access to all properties, books, records,
contracts and documents of Parent and Merger Sub at times and upon conditions reasonably convenient
to Parent, and an opportunity to make such investigations as they shall reasonably desire to make
of Parent and Merger Sub, and (b) Parent shall make the officers, directors, employees, auditors
and counsel of Parent and Merger Sub available for consultation as reasonably requested by TBO for
verification of any information so obtained.



6.6 Access to Acquired Entities. During the period from the date of this Agreement to
the Effective Time or earlier termination of this Agreement, (a) TBO shall afford to Parent and
Merger Sub and their respective officers, directors, agents and counsel access to all properties,
books, records, contracts and documents of the Acquired Entities at times and upon conditions
reasonably convenient to the Acquired Entities, and an opportunity to make such investigations as
they shall reasonably desire to make of the Acquired Entities, and (b) TBO shall make the officers,
directors, employees, auditors and counsel of the Acquired Entities available for consultation as
reasonably requested by Parent or Merger Sub for verification of any information so obtained.



6.7 Confidentiality. Each of Parent and TBO acknowledge and agree that any
information received pursuant to Section 6.5 or 6.6 or otherwise in connection with
this Agreement shall be subject to the Mutual Non-disclosure and Confidentiality Agreement, by and
between Parent and TBO, dated October 3, 2014.



6.8 Covenants Relating To Conduct Of Business. During the period from the date of
this Agreement to the Effective Time or earlier termination of this Agreement, TBO shall:



(a) conduct its and its Subsidiaries’ businesses only in the ordinary course and consistent
with prudent and prior business practice, except for transactions permitted hereunder, or with the
prior written consent of the other parties, which consent will not be unreasonably withheld; and



(b) confer on a reasonable basis with each other regarding operational matters and other
matters related to the Merger.



6.9 Prohibited Actions Pending Closing. Except as provided in this Agreement or as
disclosed in Section 6.9 or any other section of the Disclosure Schedule or to the extent
Parent shall consent in writing (such consents to be provided by their respective presidents or
chief executive officers), during the period from the date of this Agreement to the Effective Time
or until the earlier termination hereof, no Acquired Entity shall:



(a) create any Lien on any of its properties or assets (whether tangible or intangible), other
than Permitted Liens.



(b) sell, assign, transfer, lease or otherwise dispose of or agree to sell, assign, transfer,
lease or otherwise dispose of any its assets or cancel any Indebtedness owed to it.



(c) change any method of accounting or accounting practice used by it, other than such changes
required by GAAP.



(d) except as otherwise contemplated by this Agreement, issue or sell any shares of the
capital stock of, or other equity interests in it, or securities convertible into or exchangeable
for such shares or equity interests, or issue, grant or amend any options, warrants, calls,
subscription rights or other rights of any kind to acquire additional shares of such capital stock,
such other equity interests or such securities.



(e) except as otherwise contemplated by this Agreement, amend or otherwise change their
respective articles of incorporation or organization, bylaws, operating agreements, or other
governing documents.



(f) (i) declare or pay any dividends or distributions on or in respect of any of the capital
stock or other securities of any Acquired Entity, (ii) redeem, purchase or acquire any capital
stock or other securities of any Acquired Entity, (iii) make any other payment to or on behalf of
any shareholder or other equity holder of any Acquired Entity or any Affiliate thereof, or (iv)
declare or effectuate a stock dividend, stock split or similar event.



(g) issue any note, bond, or other debt security or create, incur, assume, or guarantee any
Indebtedness for borrowed money or capitalized lease obligation.



(h) make any capital investment in, or make any loan to, any other Person.



(i) make any payments out of the ordinary course of business to any of its officers,
directors, employees or shareholders.



(j) pay, discharge, satisfy or settle any Liability (absolute, accrued, asserted or
unasserted, contingent or otherwise) except in the ordinary course of business.



(k) sell, transfer, license, abandon, let lapse, encumber or otherwise dispose of any
Intellectual Property.



(l) agree in writing or otherwise take any action that would, or would reasonably be expected
to, prevent, impair or materially delay the ability of Parent or any Acquired Entity, as the case
may be, to consummate the transactions contemplated by this Agreement.



(m) make any material Tax elections, change any method of Tax accounting, amend any material
Tax Return, or settle any Tax controversy or claim.



(n) enter into or amend any agreement or arrangement with any Affiliate.



(o) amend or waive any material right under any material agreement or enter into any new
material agreement outside the ordinary course of business.



(p) make or commit to make any capital expenditures or capital additions or improvements
outside the ordinary course of business consistent with past practices.



(q) enter into any prepaid services transactions with any of its customers or otherwise
accelerate revenue recognition or the sales of its services for periods prior to the Closing.



(r) adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or
file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to
the filing of any bankruptcy petition against it under any similar Law or other agreement with
respect to the sale of its assets, securities or business.



(s) agree to take any of the actions specified in this Section 6.9.



6.10 Further Assurances. Subject to the terms and conditions herein provided, each of
the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken,
all action and to do, or cause to be done, all things necessary, proper or advisable under
applicable Laws and regulations to satisfy the conditions to Closing to be satisfied by it and to
consummate and make effective the transactions contemplated by this Agreement and make effective,
in the most expeditious manner practicable, including, without limitation, using commercially
reasonable efforts to lift or rescind any injunction or restraining order or other order adversely
affecting the ability of the parties to consummate the transactions contemplated by this Agreement,
and using commercially reasonable efforts to prevent the breach of any representation, warranty,
covenant or agreement of such party contained or referred to in this Agreement and to promptly
remedy the same. In case at any time after the Effective Time any further action is necessary or
desirable to carry out the purposes of this Agreement, each party to this Agreement shall use
commercially reasonable efforts to take all such necessary action.



6.11 Notices and Consents. TBO will give any notices to third parties, and will use
its commercially reasonable efforts to obtain any third party consents identified on Schedule 6.11.
TBO shall submit this Agreement, the Merger and the other transactions contemplated hereby for
approval by the TBO Shareholders in accordance with the requirements of the FBCA and the TBO
Charter as soon as practicable after the execution hereof.



6.12 Notice of Developments. Each party will give prompt written notice to the others
of (a) any adverse development causing a breach of any of its own representations and warranties
contained herein, (b) the occurrence of any event that, to its Knowledge, will result, or is likely
to result, in the failure of a condition to any other party’s obligation to close set forth in
Article VII, or (c) any fact, condition or change that such party reasonably believes,
individually or in the aggregate, has resulted or is reasonably likely to result in a Material
Adverse Effect. No disclosure by any party pursuant to this Section 6.12, however, shall
be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any
misrepresentation, breach of warranty, or breach of covenant.



6.13 Exclusivity. Unless and until this Agreement is terminated in accordance with
Article VIII hereof, TBO will not (and will not cause or permit any other Acquired Entity to) (a)
solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to
an Acquisition Transaction or (b) participate in any discussions or negotiations or enter into any
agreement with, or provide any non-public information to, any Person (other than Parent or its
Affiliates) relating to or in connection with a possible Acquisition Transaction. TBO shall notify
Parent immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any
Acquisition Transaction, including the identity of the Person making or submitting such inquiry,
proposal or offer, and the terms thereof (including a copy of any written inquiry, proposal or
offer), that is received by any Acquired Entity, any TBO Shareholder or any representative of any
of them. TBO agrees that the rights and remedies for noncompliance with this Section 6.13
shall include having such provision specifically enforced by any court having equity jurisdiction,
it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable
injury to Parent and that money damages would not provide an adequate remedy to Parent.



6.14 Shareholders’ Meeting; Parent Domestication.



(a) Parent shall cause a meeting of its shareholders (the “Shareholders’ Meeting”) to be duly
called and held as soon as reasonably practicable for the purpose of voting on (i) the approval and
adoption of this Agreement, (ii) the approval of the Domestication, (iii) the approval of the
Merger and (iv) the approval of the issuance of shares in connection with the transactions
contemplated hereby as necessary under the rules and regulations of the Eligible Market. Subject
to its fiduciary duties, the Parent Board shall recommend to its shareholders that they vote in
favor of such approvals and adoption. In connection with the Shareholders’ Meeting, Parent (a)
will use commercially reasonable efforts to file with the SEC as promptly as practicable a
preliminary proxy statement, which shall serve as a proxy statement pursuant to Section 14(a),
Regulation 14A and Schedule 14A under the Exchange Act, and all other proxy materials for the
Shareholders’ Meeting (the “Proxy Statement”), (b) as promptly as practicable following receipt of
approval from the SEC, will mail to its shareholders the Proxy Statement and other proxy materials,
(c) will use commercially reasonable efforts to obtain the necessary approvals by its shareholders
under the Parent Memorandum and applicable Law of (i) the approval and adoption of this Agreement,
(ii) the approval of the Domestication, (iii) the approval of the Merger and (iv) the approval of
the issuance of shares in connection with the transactions contemplated hereby as necessary under
the rules and regulations of the Eligible Market (the “Shareholder Approval”), and (d) will
otherwise comply with all Laws applicable to the Shareholders’ Meeting.



(b) Parent will timely provide to TBO all correspondence received from and to be sent to the
SEC and will not file any amendment to the Proxy Statement with the SEC without providing TBO the
opportunity to review and comment on any proposed responses to the SEC. Parent and TBO will
cooperate with each other in finalizing each proposed response; provided that Parent shall control
the final form and substance of any such response.



(c) TBO shall use commercially reasonable efforts to provide promptly to Parent such
information concerning its and the other Acquired Entities’ business affairs and financial
statements as is required under applicable Law for inclusion in the Proxy Statement (including the
Audited Financial Statements and any other required unaudited financial statements), shall direct
that its counsel cooperate with Parent’s counsel in the preparation of the Proxy Statement and
shall request the cooperation of its auditors in the preparation of the Proxy Statement. None of
the information supplied or to be supplied by or on behalf of the Acquired Entities for inclusion
or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is filed
with the SEC or at the time it is mailed to Parent’s shareholders, contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they are made,
not misleading. If any information provided by the Acquired Entities is discovered or any event
occurs with respect to any of the Acquired Entities, or any change occurs with respect to the other
information provided by the Acquired Entities included in the Proxy Statement which is required to
be described in an amendment of, or a supplement to, the Proxy Statement so that such document does
not include any misstatement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading, the Acquired Entities shall notify Parent promptly of such event.



(d) Promptly following the receipt of the Shareholder Approval, if obtained, but prior to the
Effective Time, Parent shall file (i) with the Registrar of Companies of the Cayman Islands a
declaration or affidavit as contemplated by s.206(2) of the Companies Law (as amended) of the
Cayman Islands and take such other steps as are required under the Laws of the Cayman Islands with
respect to the registration of the Parent by continuation in the State of Delaware and to procure
the de-registration of the Parent as an exempted company in the Cayman Islands (such filings and
actions collectively, the “Cayman De-Registration”) and (ii) with the Secretary of State of the
State of Delaware a Certificate of Corporate Domestication in substantially the form of Exhibit
B (“Certificate of Domestication”) and a Certificate of Incorporation in substantially the form
of Exhibit C (the “New Parent Charter”), and shall use commercially reasonable efforts to
cause the Parent Board to adopt Bylaws in substantially the form of Exhibit D (the “New
Parent Bylaws”).



6.15 Transaction Filings. As promptly as practicable (but in no event, with respect
to filing, later than the date required under applicable Law), Parent will prepare and file any
filings required to be filed by it under the Exchange Act, the Securities Act or any other federal
or blue sky or related Laws relating to the execution of this Agreement, the completion of the
Domestication and the consummation of the Merger, as well as under regulations of or as required by
the Eligible Market and such Governmental Authorities as may require the filing of such other
filings (collectively, the “Transaction Filings”). TBO will work together with Parent as promptly
as practicable to prepare the Transaction Filings and provide Parent whatever information is
necessary to accurately complete such filings in a timely manner.



6.16 Listing Application. Parent shall use its commercially reasonable efforts, to
the extent allowed under the rules of the Eligible Market, to take all actions and prepare all
filings and other documents necessary to be filed with the Eligible Market in connection with the
listing application for the inclusion of the Parent Common Stock, including the shares of Parent
Common Stock issuable upon conversion of the Parent Preferred Stock issued hereunder, on the
Eligible Market, conduct ongoing negotiations with the Eligible Market with respect to such listing
and perform all acts reasonably requested by the Eligible Market.



6.17 Lockup Agreements. Prior to the Effective Time, TBO shall cause each Person
identified on Schedule 6.18 to deliver to Parent an executed lockup letter agreement substantially
in the form of Exhibit E hereto (the “Lockup Agreements”).



6.18 Parachute Payment Waivers.



(a) TBO shall have obtained, prior to seeking the requisite TBO Shareholder approval pursuant
to Section 6.11, a waiver of the right to receive payments that could constitute “parachute
payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute
Payment Waiver”), in a form reasonably acceptable to Parent, from each Person whom TBO and/or
Parent reasonably believes is, with respect to TBO, a “disqualified individual” (within the meaning
of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately
prior to seeking the requisite TBO Shareholder approval pursuant to Section 6.11, and whom
TBO and/or Parent believes might otherwise receive, have received, or have the right or entitlement
to receive any parachute payment under Section 280G of the Code, and TBO shall have delivered each
such Parachute Payment Waiver to Parent on or before the Closing Date.



(b) TBO shall use its commercially reasonable efforts to obtain the approval by such number of
TBO Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render
the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments
and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed
Parachute Payment Waivers by the affected Persons under Section 6.18(b) above, might
otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision
of any benefit that would not be deductible by reason of Section 280G of the Code, with such
shareholder approval to be obtained in a manner which satisfies all applicable requirements of such
Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section
1.280G-I of such Treasury Regulations. TBO shall forward to Parent, and allow Parent to review and
comment upon, prior to submission to the TBO Shareholders, copies of all material documents
prepared for purposes of complying with this provision and shall consider any such comments in good
faith.



6.19 No Additional Representations or Warranties. Each of Parent, Merger Sub and TBO
acknowledges that the others have not made any representation, warranty or covenant, express or
implied, as to the accuracy or completeness of any information regarding any of them, except as
expressly set forth in this Agreement or the Disclosure Schedule. SUBJECT TO ANY RIGHTS ANY PARTY
MAY HAVE UNDER LAW OR EQUITY WITH RESPECT TO FRAUD OR WILLFUL CONCEALMENT, EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW, IN EQUITY, OR OTHERWISE, IN RESPECT OF
PARENT, MERGER SUB OR ANY ACQUIRED ENTITY, AS APPLICABLE, OR ANY OF THEIR RESPECTIVE ASSETS,
LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS
TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND EACH SUCH
PARTY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY.



ARTICLE VII

CONDITIONS PRECEDENT TO THE CLOSING




7.1 Conditions Precedent to Each Party’s Obligation to Effect the Merger. The
respective obligations of each party to effect the Merger shall be subject to the fulfillment or
satisfaction, prior to or on the Closing Date, of the following conditions:



(a) Governmental Authorities’ Approvals. All Governmental Authorities’ approvals
required for the consummation of the Merger, if any, shall have been obtained.



(b) No Injunctions or Restraints. No temporary restraining order, preliminary or
permanent injunction or other judgment issued by any court of competent jurisdiction or other legal
restraint or prohibition that has the effect of preventing the consummation of the Merger shall be
in effect.



(c) Shareholder Approval. The Shareholder Approval shall have been obtained.



7.2 Conditions Precedent to Obligations of Parent and Merger Sub. Parent’s and Merger
Sub’s obligation on to effect the Domestication and the Merger and to consummate the other
transactions contemplated to occur in connection with the Closing is subject to the satisfaction or
waiver by Parent and Merger Sub of each condition precedent listed below.



(a) Representations and Warranties. As of the Closing, each representation and
warranty set forth in Article IV shall be accurate and complete in all material respects, except
(i) for the representations and warranties in Section 4.6, which shall be true and correct
in all respects at and as of the Closing Date, (ii) to the extent that such representations and
warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case
such representations and warranties shall be true and correct in all respects at and as of the
Closing Date, and (iii) to the extent that such representations and warranties expressly relate to
a specific date, in which case such representations and warranties shall be true and correct as set
forth in subclause (ii) as of such other date.



(b) Performance of Obligations of TBO. TBO shall have performed in all material
respects all obligations required to be performed by it under this Agreement at or prior to the
Closing Date.



(c) No Material Adverse Effect. No Acquired Entity shall have suffered a Material
Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate,
with or without the lapse of time, could reasonably be expected to result in a Material Adverse
Effect with respect to the Acquired Entities, taken as a whole.



(d) TBO Officer’s Certificate. Parent and Merger Sub shall have received a
certificate of the president of TBO certifying as to the matters set forth in Section
7.2(a), (b) and (c).



(e) Lockup Agreements. Parent shall have received executed copies of the Lockup
Agreements.



(f) Receipt of Accredited Investor or Sophisticated Purchaser Information. Each of
the TBO Shareholders shall have delivered an investor representation letter and certification to
Parent substantially in the form of Exhibit F.



(g) Third-Party Consents. TBO shall have procured all of the third-party consents
required for the consummation of the transactions contemplated by this Agreement as set forth in
Schedule 6.11.



(h) TBO Secretary’s Certificate. The duly authorized Secretary of TBO shall have
delivered to Parent certified copies of the TBO Charter, the TBO Bylaws, the certificate or
articles of incorporation or organization, operating agreement and/or bylaws of any other Acquired
Entity (or equivalent organizational documents) and resolutions adopted by TBO’s board of directors
and shareholders of each class entitled to vote whose vote is required to authorize the Merger and
the transactions contemplated hereby, and shall have certified the incumbency of all officers of
TBO executing this Agreement and any document executed and delivered in connection herewith.



(i) Good Standing Certificates. TBO shall have delivered a good standing certificate
or its equivalent for each Acquired Entity from its jurisdiction of incorporation or organization
and each jurisdiction in which such Acquired Entity is required to be qualified or authorized to do
business as a foreign entity.



(j) FIRPTA Certificate. Parent shall have received a certificate from TBO meeting the
requirements of Treasury Regulation Section 1.1445-2(c)(3) providing that the stock of TBO does not
constitute a United States real property interest as defined in Section 897(c) of the Code.



(k) Audited Financial Statements. TBO shall have presented to Parent for review the
consolidated audited financial statements of TBO and its Subsidiaries as of and for the
twelve-month periods ending December 31, 2013 and December 31, 2012, respectively (the “Audited
Financial Statements”), which shall have been audited by an auditor meeting PCAOB standards
mutually acceptable to TBO and Parent, and such Audited Financial Statements shall be satisfactory
to Parent and Merger Sub in their reasonable discretion.



(l) Other Documents. Parent shall have received all of the documents, agreements and
instruments to be delivered to it in accordance with this Agreement and shall have been provided
with such other documents as it shall have reasonably requested from TBO.



7.3 Conditions Precedent to Obligation of TBO. TBO’s obligations to effect the Merger
and consummate the other transactions contemplated to occur in connection with the Closing is
subject to the satisfaction or waiver by TBO of each condition precedent listed below.



(a) Representations and Warranties. As of the Closing, each representation and
warranty set forth in Article V shall be accurate and complete in all material respects, except (i)
to the extent that such representations and warranties are qualified by terms such as “material”
and “Material Adverse Effect,” in which case such representations and warranties shall be true and
correct in all respects at and as of the Closing Date, and (ii) to the extent that such
representations and warranties expressly relate to a specific date, in which case such
representations and warranties shall be true and correct as set forth in subclause (i) as of such
other date.



(b) Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger
Sub shall have performed in all material respects all obligations required to be performed by it
under this Agreement at or prior to the Closing Date.



(c) No Material Adverse Effect. Parent shall not have suffered a Material Adverse
Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or
without the lapse of time, could reasonably be expected to result in a Material Adverse Effect with
respect to the Parent Entities, taken as a whole.



(d) Parent Officer’s Certificate. TBO shall have received a certificate of an
authorized officer of Parent certifying as to the matters set forth in Section 7.3(a),
(b) and (c).



(e) Parent Secretary’s Certificate. The duly authorized Secretary of Parent shall
have delivered to TBO (i) certified copies of the New Parent Charter, the New Parent Bylaws, the
Merger Sub Charter and the Merger Sub Operating Agreement, (ii) resolutions adopted by the Parent
Board on behalf of parent and as the sole shareholder of Merger Sub authorizing the Domestication,
the Merger and the transactions contemplated hereby and (iii) resolutions adopted by Parent’s
shareholders evidencing the Shareholder Approval, and shall have certified the incumbency of all
officers of Parent and Merger Sub executing this Agreement and any document executed and delivered
in connection herewith.



(f) Good Standing Certificates. Parent and Merger Sub shall have delivered a good
standing certificate or its equivalent from its jurisdiction of incorporation and each jurisdiction
in which it is required to be qualified or authorized to do business as a foreign corporation.



(g) Certificate of Designations. Parent shall have filed with the Secretary of State
of the State of Delaware, the Certificate of Designations relating to the Parent Preferred Stock in
substantially the form attached hereto as Exhibit G (the “Certificate of Designations”).



(h) Domestication. The Certificate of Domestication shall have been filed with the
State of Delaware and all filings required for the Cayman De-Registration shall have been made.



(i) Other Documents. TBO shall have received all of the documents, agreements and
instruments to be delivered to it in accordance with this Agreement and shall have been provided
with such other documents as it shall have reasonably requested from Parent.



ARTICLE VIII

TERMINATION




8.1 Termination. This Agreement may be terminated at any time prior to the Effective
Time, whether before or after the requisite approvals of the shareholders of TBO, Parent and Merger
Sub:



(a) By mutual written consent of Parent and TBO.



(b) By Parent at any time prior to the Effective Time in the event TBO has breached any
material representation, warranty, or covenant made by it in this Agreement in any material
respect, Parent has notified TBO in writing of the breach, and the breach has continued without
cure (i) for a period of 15 days after such notice of breach, or (ii) at the End Date, whichever
shall be earlier.



(c) By TBO at any time prior to the Effective Time in the event Parent or Merger Sub has
breached any material representation, warranty, or covenant made by it in this Agreement in any
material respect, TBO has notified such party in writing of the breach, and the breach has
continued without cure (i) for a period of 15 days after such notice of breach, or (ii) at the End
Date, whichever shall be earlier.



(d) By either TBO or Parent if the Effective Time shall not have occurred on or before the End
Date; provided that the party seeking to terminate this Agreement pursuant to this Section
8.1(d) shall not have breached in any material respect its obligations under this Agreement in
any manner that shall have proximately caused the failure to consummate the Merger on or before the
End Date.



(e) By either TBO or Parent if any restraining order, injunction, legal restraint, prohibition
or other judgment has been issued by any court of competent jurisdiction that has the effect of
preventing the consummation of the Merger and such restraint, injunction or prohibition has become
final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to
this Section 8.1(e) shall not have breached in any material respect its obligations under
this Agreement in any manner that shall have proximately caused the restraining order, injunction,
legal restraint, prohibition or other judgment to have been issued by any court of competent
jurisdiction.



(f) By Parent, if the TBO Shareholders have not approved this Agreement, the Merger and the
other transactions contemplated hereby in accordance with the requirements of the FBCA and the TBO
Charter within ten (10) Business Days following the execution hereof.



8.2 Liability. In the event of termination of this Agreement pursuant to this Article
VIII, this Agreement shall terminate and there shall be no other Liability on the part of TBO,
Parent or Merger Sub to any other party except (a) Liability arising out of any breach of this
Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available
at Law or in equity, and (b) Section 6.1, Section 6.7, this Section 8.2,
and Articles IX and X shall survive such termination.



ARTICLE IX

INDEMNIFICATION




9.1 Survival; Timing of Claims. The representations and warranties of Parent, Merger
Sub and TBO contained in or made pursuant to this Agreement will survive the execution and delivery
of this Agreement and the Closing, and for an additional twelve (12) months immediately subsequent
to the Closing. Any and all claims for indemnification pursuant to Section 9.2 must be
made in writing on or before the expiration of such survival period for indemnification to be
available therefor.



9.2 Indemnification.



(a) Subject to the provisions of this Article IX, from and after the Closing, Parent hereby
agrees to indemnify and hold harmless each TBO Shareholder and, as applicable, its officers and
directors (each, a “TBO Indemnified Party”) from and against any and all claims, demands, losses,
damages, expenses or Liabilities (including reasonable attorneys’ fees) (“Damages”) relating to or
arising out of:



(i) any misrepresentation or breach of any warranty of Parent or Merger Sub contained in this
Agreement or in any certificate or agreement delivered in connection herewith, it being understood
that, in determining the existence of, and amount of any Damages in connection with, a claim under
this Section 9.2(a)(i), all representations and warranties shall be read without regard and
without giving effect to any materiality or Material Adverse Effect or similar qualification
contained therein (as if such qualification were deleted from such representation or warranty);
and/or



(ii) any failure of Parent or Merger Sub to perform any covenant or agreement made or
contained in this Agreement, or fulfill any other obligation in respect thereof.



(b) Subject to the provisions of this Article IX, from and after the Closing, Parent and the
Surviving Company, and, as applicable, their respective officers and directors (each, a “Parent
Indemnified Party”) shall be indemnified from and against any and all Damages relating to or
arising out of:



(i) any misrepresentation or breach of any warranty of TBO contained in this Agreement or in
any certificate or agreement delivered in connection herewith, it being understood that, in
determining the existence of, and amount of any Damages in connection with, a claim under this
Section 9.2(b)(i), all representations and warranties shall be read without regard and
without giving effect to any materiality or Material Adverse Effect or similar qualification
contained therein (as if such qualification were deleted from such representation or warranty);



(ii) any failure of TBO to perform any covenant or agreement made or contained in this
Agreement, or fulfill any obligation in respect thereof;



(iii) any Taxes of the Acquired Entities with respect to any tax year or portion thereof
ending on or before the Closing Date (or for any tax year beginning before and ending after the
Closing Date to the extent allocable to the portion of the period beginning before and ending on
the Closing Date);



(iv) any Proceeding brought by a third party based upon, arising out of or relating to the
operations, properties, assets or obligations of the Acquired Entities or any of their respective
Affiliates conducted, existing or arising on or prior to the Closing Date;



(v) dissenters’, appraisal or similar rights under any Law; and



(vi) any item set forth in Schedule 9.2(b)(vi).



9.3 Set-Off. As security for the obligation to indemnify the Parent Indemnified
Parties, the issuance of shares of Parent Preferred Stock pursuant to the Earn-Out Payments
(“Earn-Out Shares”) shall be subject to setoff and reduction in satisfaction of any Damages for
which a Parent Indemnified Party is entitled to indemnification pursuant to this Article IX. This
obligation shall be released in accordance with the terms hereof on the date that is one Business
Day after the twelve (12) month anniversary of the Closing Date, except with respect to a number of
such Earn-Out Shares as reasonably determined by the Independent Committee to be necessary to
satisfy any claim made pursuant to this Article IX in writing prior to such date, which securities
shall remain subject to the terms of this Section 9.3 until such claim is fully and finally
resolved and thereafter shall only be issued, if earned pursuant to Section 3.7, in
accordance with such final resolution, if applicable. Parent shall offset Damages for which
indemnification is available hereunder against any Earn-Out Shares earned hereunder on a pro rata
basis in accordance with Schedule 3.7, and the aggregate number of Earn-Out Shares subject to such
offset (on an as converted basis) shall be determined by dividing the amount of such indemnifiable
Damages, as fully and finally determined to be due by the Independent Committee and Representative
or a court of competent jurisdiction, as applicable, by the average closing price per share of
Parent Common Stock on the Eligible Market, as applicable, for the ten Business Day period ending
on the Business Day prior to such offset. Parent shall not have any obligation to issue any
Earn-Out Shares subject to offset hereunder, even if earned pursuant to Section 3.7.
Parent and Merger Sub shall not be required to seek any indemnification pursuant to any other
sources, including without limitation the Interactive Purchase Agreement, prior to the exercise of
any remedy hereunder.



9.4 Limits on Indemnity. Notwithstanding anything to the contrary set forth herein,
but subject to the provisions of this Section 9.4, (a) the maximum aggregate amount of
indemnifiable Damages which may be recovered for indemnification pursuant to Section
9.2(a)(i) or Section 9.2(b)(i), respectively, shall be an amount equal to $7,875,000
(the “Liability Cap”), (b) no Parent Indemnified Party shall be entitled to indemnification
pursuant to Section 9.2(b)(i) until the sum of all such Damages suffered by the Parent
Indemnified Parties in the aggregate exceed $250,000 (the “Basket Amount”), in which case the
Parent Indemnified Parties shall be entitled to indemnification for the amount of all such Damages
in excess of the Basket Amount, and (c) no TBO Indemnified Party shall be entitled to
indemnification with respect to any Damages pursuant to Section 9.2(a)(i) until the sum of
all such Damages suffered by the TBO Indemnified Parties in the aggregate exceed the Basket Amount,
in which case the TBO Indemnified Parties shall be entitled to indemnification for the amount of
all such Damages in excess of the Basket Amount. Notwithstanding the foregoing, the Basket Amount
and Liability Cap shall not apply to (a) breaches of the representations and warranties in
Sections 4.1-4.3, 4.6, 4.16, 4.17, 4.19 or 5.1-5.3
or (b) intentional misrepresentations or intentional fraud.



9.5 Sole Remedy. The indemnification set forth in this Article IX (and the offset
provisions in Section 3.7) shall be the sole remedy of the parties with respect to breaches
of representations and warranties hereunder following the Closing, except in the case of
intentional misrepresentations or intentional fraud.



9.6 Determination of Claims. From and after the Closing, if any claim for
indemnification is to be brought by or on behalf of a Parent Indemnified Party, such claim (and
whether or not to bring such claim) shall be determined and approved by a special committee of the
Parent Board consisting solely of directors who are neither (a) affiliated with TBO prior to
Closing (as directors, shareholders, management, agents or otherwise) and (b) nominated for the
Parent Board by TBO, its shareholders or management (the “Independent Committee”). Any settlement
on behalf of a Parent Indemnified Party of any claim described in the immediately preceding
sentence shall be determined and approved by the Independent Committee and the Representative. Any
determination or approval of the Independent Committee made pursuant to the provisions of this
Section 9.6 shall be by majority vote.



9.7 Right to Indemnification Not Affected by Knowledge or Waiver. The right to
indemnification, payment of Damages or other remedy based upon breach of representations,
warranties, or covenants will not be affected by any investigation conducted with respect to, or
knowledge acquired (or capable of being acquired) at any time, whether before or after the
execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or
inaccuracy of or compliance with any such representation, warranty, or covenant.



ARTICLE X

MISCELLANEOUS




10.1 Successors and Assigns. This Agreement is binding upon and inures to the benefit
of the parties and their successors and assigns. None of the parties to this Agreement may assign
or otherwise transfer this Agreement or any rights or obligations hereunder without the prior
written consent of the other parties.



10.2 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 and the same
agreement.



10.3 Facsimile or E-mail. A facsimile or e-mailed copy of an original written
signature shall be deemed to have the same effect as an original written signature.



10.4 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.



10.5 Notices. Unless otherwise provided herein, all notices, requests, waivers and
other communications made pursuant to this Agreement will be in writing and will be conclusively
deemed to have been duly given (i) when hand delivered to the other party; (ii) upon receipt, when
sent by facsimile or email to the number or address set forth below with written confirmation of
transmission; or (iii) the next Business Day after deposit with a national overnight delivery
service, postage prepaid, addressed to the parties as set forth below 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. A party may change or supplement the addresses given below, or
designate additional addresses for purposes of this Section 10.5, by giving the other party
written notice of the new address in the manner set forth above.



	 	 	 
	If to Parent or Surviving Company:
	 	Tiger Media, Inc.

Room 450, Shanghai Centre

East Ofc Twr 1376

Nanjing Road West

SHANGHAI, SHA 200040

China

Attention: Chief Executive Officer

Phone: +86-21-62898089

	with a copy to:
	 	Tiger Media, Inc.

4400 Biscayne Blvd.

15th Floor

Miami, FL 33137

Attention: Joshua Weingard, Esq.

Phone: (305) 575-4602

Facsimile: (305) 575-4130

Email: jweingard@tigermedia.com

	 	 	 

	 	 	and

Akerman LLP

One Southeast Third Avenue

Suite 2700

Miami, FL 33131

Attention: Mary V. Carroll, Esq.

Phone: (305) 982-5561

Facsimile: (305) 374-5095

Email: mary.carroll@akerman.com

	 	 	 

	If to TBO (prior to Closing):
	 	The Best One, Inc.

2650 North Military Trail, Suite 300

Boca Raton, FL 33431

Attn: Derek Dubner, CEO

Phone: (561) 962-2160

Email: derek@id-info.com

	 	 	 

	with a copy to:
	 	Nason, Yeager, Gerson, White & Lioce, P.A.

1645 Palm Beach Lakes Boulevard, Suite 1200

West Palm Beach, Florida 33401

Attention: Michael Harris, Esq.

Phone:(561) 471-3507

Facsimile: (561) 686-5442

Email: mharris@nasonyeager.com

	 	 	 

	If to Representative:
	 	Derek Dubner

c/o The Best One, Inc.

2650 North Military Trail, Suite 300

Boca Raton, FL 33431

Phone: (561) 962-2160

Email: derek@id-info.com

	 	 	 

	with a copy to:
	 	Nason, Yeager, Gerson, White & Lioce, P.A.

1645 Palm Beach Lakes Boulevard, Suite 1200

West Palm Beach, Florida 33401

Attention: Michael Harris, Esq.

Phone:(561) 471-3507

Facsimile: (561) 686-5442

Email: mharris@nasonyeager.com

	 	 	 







10.6 Amendments. Any term of this Agreement may be amended, only with the
written consent of TBO and Parent.



10.7 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.



10.8 Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and
construed in accordance with the internal Laws of the state of Delaware (without giving effect to
any choice or conflict of law provision or rule (whether of the state of Delaware or any other
jurisdiction) that would cause the application of the Laws of any jurisdiction other than the state
of Delaware). Each of the Parties submits to the exclusive jurisdiction of any state or federal
court within Wilmington County in the state of Delaware in any action or proceeding arising out of
or relating to this Agreement and agrees that all claims in respect of the action or proceeding
shall be exclusively heard and determined in any such court. The Parties hereby irrevocably waive,
to the fullest extent permitted by applicable Law, any objection which they may now or hereafter
have to the laying of venue of any such dispute brought in such court. Each of the Parties waives
any defense of inconvenient forum to the maintenance of any action or proceeding so brought.



10.9 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. EACH OF THE
PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT MIGHT, BUT FOR THIS
WAIVER, BE REQUIRED OF THE OTHER PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. EACH OF THE
PARTIES HERETO HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT EACH HAS REVIEWED OR HAD THE OPPORTUNITY
TO REVIEW THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



10.10 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 shall have any right or action under this Agreement.



10.11 Entire Agreement. This Agreement, including the Disclosure Schedules and all
exhibits hereto, and all documents referenced herein, constitute the entire agreement among the
parties with respect to the subject matter hereof and thereof 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 or therein.



10.12 Delays or Omissions; Waivers; Remedies Cumulative. 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 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.



10.13 No Strict Construction. The language used in this Agreement is deemed to be the
language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.



10.14 Expenses. Except as otherwise provided in this Agreement, each of the Parties
shall bear its own Transaction Expenses. Notwithstanding the foregoing, all transfer, documentary,
sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges
and other fees and charges (including any penalties and interest) incurred in connection with the
consummation of the transactions contemplated by this Agreement shall be paid by TBO and shall be
deemed Transaction Expenses of TBO hereunder.



10.15 Exhibits and Disclosure Schedule. All exhibits, annexes and schedules,
including the Disclosure Schedule, annexed hereto or referred to herein are hereby incorporated in
and made a part of this Agreement as if set forth in full herein. A disclosure in any particular
Schedule of the Disclosure Schedule or otherwise in this Agreement, or with respect to Parent only,
in the SEC Reports, will be deemed adequate to disclose another exception to a representation or
warranty made herein if the disclosure identifies the exception with reasonable particularity so
that any exception to any other Schedule is reasonably apparent on its face. The parties hereto
intend that each representation, warranty and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained
herein in any respect, the fact that there exists another representation, warranty, or covenant
relating to the same subject matter (regardless of the relative levels of specificity) which the
party has not breached will not detract from or mitigate the fact that the party is in breach of
the first representation, warranty or covenant.



10.16 Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute
or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. When a reference is made in this Agreement to an article, section,
paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement
unless otherwise indicated. Whenever the words “include,” “includes,” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without limitation.” As used
herein, words in the singular will be held to include the plural and vice versa (unless the context
otherwise requires), words of one gender (or the neuter) shall be held to include the other gender
(or the neuter) as the context requires, and the terms “hereof,” “herein,” and “herewith” and words
of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole
and not to any particular provision of this Agreement.



10.17 Appointment of the Representative.



(a) Each of the TBO Shareholders irrevocably constitutes, appoints and empowers, effective
from and after the date hereof, Derek Dubner as the Representative, for the benefit of the TBO
Shareholders and the exclusive agent and attorney-in-fact to act on behalf of each TBO Shareholder,
with full power of substitution, and authorizes the Representative acting for such TBO Shareholder
and in such TBO Shareholder’s name, place and stead, in any and all capacities, to do and perform
every act and thing required or permitted to be done in connection with and to facilitate the
consummation of the transactions contemplated hereby, as fully to all intents and purposes as such
TBO Shareholder might or could do in person, including, without limitation:



(i) to negotiate, execute and deliver such waivers, consents and amendments (other than any
written consent of the TBO Shareholders adopting this Agreement) under this Agreement and the
consummation of the transactions contemplated hereby as the Representative, in its sole discretion,
may deem necessary or desirable;



(ii) to enforce and protect the rights and interests of the TBO Shareholders and to enforce
and protect the rights and interests of such Persons arising out of or under or in any manner
relating to this Agreement and the transactions provided for herein, and to take any and all
actions which the Representative believes are necessary or appropriate under this Agreement for and
on behalf of the TBO Shareholders including, consenting to, compromising or settling any claims,
conducting negotiations with Parent, the Surviving Company and their respective representatives
regarding such claims, and, in connection therewith, to (i) assert any claim or institute any
action, proceeding or investigation; (ii) investigate, defend, contest or litigate any claim,
action, proceeding or investigation initiated by Parent, the Surviving Company or any other Person,
or by any Governmental Authority against the Representative and/or any of the TBO Shareholders, and
receive process on behalf of any or all TBO Shareholders in any such claim, action, proceeding or
investigation and compromise or settle on such terms as the Representative shall determine to be
appropriate, and give receipts, releases and discharges with respect to, any such claim, action,
proceeding or investigation; (iii) file any proofs of debt, claims and petitions as the
Representative may deem advisable or necessary; (iv) settle or compromise any claims asserted under
this Agreement, including with respect to any Earn-Out Payment or indemnification claim; and (v)
file and prosecute appeals from any decision, judgment or award rendered in any such action,
proceeding or investigation, it being understood that the Representative shall not have any
obligation to take any such actions, and shall not have any Liability for any failure to take any
such actions;



(iii) to refrain from enforcing any right of the TBO Shareholders arising out of or under or
in any manner relating to this Agreement; provided, however, that no such failure to act on the
part of the Representative, except as otherwise provided in this Agreement, shall be deemed a
waiver of any such right or interest by the Representative or by the TBO Shareholders unless such
waiver is in writing signed by the waiving party or by the Representative;



(iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders,
receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and
other writings, and, in general, to do any and all things and to take any and all action that the
Representative, in its sole and absolute discretion, may consider necessary, proper or convenient
in connection with or to carry out the transactions contemplated by this Agreement; and/or



(v) to engage special counsel, accountants and other advisors and incur such other expenses on
behalf of the TBO Shareholders in connection with any matter arising under this Agreement.



(b) The Representative shall be entitled to receive reimbursement from, and be indemnified by,
the TBO Shareholders for certain expenses, charges and Liabilities as provided below. In
connection with this Agreement, and in exercising or failing to exercise all or any of the powers
conferred upon the Representative hereunder, (i) the Representative shall incur no responsibility
whatsoever to any TBO Shareholders by reason of any error in judgment or other act or omission
performed or omitted hereunder, other than any act or failure to act which represents willful
misconduct by the Representative, and (ii) the Representative shall be entitled to rely on the
advice of counsel, public accountants or other independent experts experienced in the matter at
issue, and any error in judgment or other act or omission of the Representative pursuant to such
advice shall in no event subject the Representative to Liability to any TBO Shareholders.



(c) Each TBO Shareholder shall indemnify, severally and not jointly, based on such TBO
Shareholder’s pro rata portion of the Parent Common Stock and Parent Preferred Stock (on an
as-converted basis, without regard to any limitations on conversion set forth in the Certificate of
Designations) received by it hereunder, the Representative against all Damages, of any nature
whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or threatened or any claims
whatsoever), arising out of or in connection with any claim, investigation, challenge, action or
proceeding or in connection with any appeal thereof, relating to the acts or omissions of the
Representative hereunder. The foregoing indemnification shall not apply in the event of any action
or proceeding which finally adjudicates the Liability of the Representative hereunder for its
willful misconduct. In the event of any indemnification hereunder, upon written notice from the
Representative to the TBO Shareholders as to the existence of a deficiency toward the payment of
any such indemnification amount, each TBO Shareholder shall promptly deliver to the Representative
full payment of his or her pro rata portion of the amount of such deficiency.



(d) All of the indemnities, powers and immunities granted to the Representative under this
Agreement shall survive the Effective Time and/or any termination of this Agreement. The grant of
authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive
the death, incompetency, bankruptcy or liquidation of any TBO Shareholder and (ii) shall survive
the consummation of the Merger, and any action taken by the Representative pursuant to the
authority granted in this Agreement shall be effective and absolutely binding on each TBO
Shareholder notwithstanding any contrary action of or direction from such TBO Shareholder, except
for actions or omissions of the Representative constituting willful misconduct.



(e) Parent and the Surviving Company shall have the right to rely upon all actions taken or
omitted to be taken by the Representative pursuant to this Agreement, all of which actions or
omissions shall be legally binding upon the TBO Shareholders.



(f) Each of TBO, Merger Sub and Parent acknowledges and agrees that the Representative is a
party to this Agreement solely to perform certain administrative functions in connection with the
consummation of the transactions contemplated hereby. Accordingly, each of TBO, Merger Sub and
Parent acknowledges and agrees that the Representative shall have no Liability to, and shall not be
liable for any Damages of, any of TBO, Merger Sub or Parent in connection with any obligations of
the Representative under this Agreement or otherwise in respect of this Agreement or the
transactions contemplated hereby, except to the extent such Damages shall be proven to be the
direct result of willful misconduct by the Representative in connection with the performance of his
obligations hereunder.



(g) Each TBO Shareholder shall acknowledge and consent to the provisions of this Section
10.17 in the Letter of Transmittal executed and delivered by him, her or it pursuant to Article
III.



[Signatures begin on next page.]




IN WITNESS THEREOF, this Agreement has been executed by the undersigned as of the day, month
and year first above written.




Parent:


Tiger Media, Inc.




By:/s/ Joshua Weingard

Name: Joshua Weingard

Title: Corporate Counsel and Secretary





Merger Sub:


TBO Acquisition, LLC




By:/s/ Joshua Weingard

Name: Joshua Weingard

Title: Manager





TBO:


The Best One, Inc.




By:/s/ Derek Dubner

Name: Derek Dubner

Title: Chief Executive Officer





Representative:




/s/ Derek Dubner




	 	 	Derek Dubner





S.CONTExhibit A-1




ARTICLES OF MERGER




OF




THE BEST ONE, INC.,

a Florida corporation




WITH AND INTO




TBO ACQUISITION, LLC,

a Delaware limited liability company




The following articles of merger (the “Articles of Merger”) have been duly adopted and
submitted in accordance with the Florida Business Corporation Act (the “FBCA”), pursuant to
Section 607.1108, Florida Statutes.



FIRST: The name, address of principal office, and jurisdiction of the surviving
company (the “Surviving Company”) are as follows:



	 	 	 
	Name and Address

	 	Jurisdiction
	 

	 	 
	TBO Acquisition, LLC

	 	Delaware







4400 Biscayne Blvd.




15th Floor




Miami, FL 33137



SECOND: The name, address of principal office, and jurisdiction of the merging
corporation (the “Merging Corporation”) are as follows:



	 	 	 
	Name and Address

	 	Jurisdiction
	 

	 	 
	The Best One, Inc.

	 	Florida
	2650 North Military Trail

	Suite 300

	 	

	Boca Raton, FL 33431

	THIRD:

	 	A copy of the Plan of Merger is attached hereto as Exhibit A.
	
 
	 	 






FOURTH: The merger is to become effective on the date the Articles of Merger is filed with the
Secretary of State of the State of Florida and the Certificate of Merger is filed with the
Secretary of State of the State of Delaware.



FIFTH: The Plan of Merger was approved by the other business entity that is a party to the
merger in accordance with applicable laws of the State of Delaware, under which such other business
entity was formed.



SIXTH: In accordance with the FBCA, the Plan of Merger was adopted by the board of directors
and approved by the stockholders of the Merging Corporation on      , 2014.



SEVENTH: The Surviving Company is deemed to have appointed the Secretary of State of the State
of Florida as its agent for service of process in a proceeding to enforce any obligation or the
rights of dissenting shareholders of the Merging Corporation.



EIGHTH: The Surviving Company has agreed to promptly pay to the dissenting shareholders of the
Merging Corporation the amount, if any, to which they are entitled pursuant to Section 607.1302 of
the FBCA.



[Signature page follows]






1






IN WITNESS WHEREOF, the duly authorized officers of the Surviving Company and the Merging
Corporation have executed and delivered these Articles of Merger as of [      ].




SURVIVING COMPANY:




TBO Acquisition, LLC a Delaware limited liability
company




By:

Name:

Title:





MERGING CORPORATION:




The Best One, Inc., a Florida Corporation




By:

Name:

Title:




Exhibit A




Plan of Merger




PLAN OF MERGER




The following plan of merger (this “Plan of Merger”) is submitted in compliance with
Section 607.1108, Florida Statutes, and in accordance with the applicable laws of the State of
Delaware.



FIRST: The name, address of principal office, and jurisdiction of the surviving company
(the “Surviving Company”) are as follows:



	 	 	 
	Name and Address	 	Jurisdiction
	TBO Acquisition, LLC

4400 Biscayne Blvd.

15th Floor

Miami, FL 33137

	 	Delaware













SECOND: The name, address of principal office, and jurisdiction of the merging
corporation (the “Merging Corporation”) are as follows:



	 	 	 
	Name and Address	 	Jurisdiction
	The Best One, Inc.

2650 North Military Trail

Suite 300

Boca Raton, FL 33431

	 	Florida













THIRD: The terms and conditions of the merger are as follows:



1. At the Effective Time (as defined below), the Merging Corporation shall be merged with and
into the Surviving Company in accordance with the applicable provisions of the Delaware Limited
Liability Company Act (the “DLLCA”) and the Florida Business Corporation Act (the
“FBCA”). Following the merger, the Surviving Company shall continue as the Surviving
Company and the separate corporate existence of Merging Corporation shall cease.



2. Contemporaneously with the closing of the merger, the parties hereto shall (a) file with
the Secretary of State of the State of Florida, the Articles of Merger and this Plan of Merger
meeting the requirements of Section 607.1108 of the FBCA and (b) file with the Secretary of State
of the State of Delaware, a Certificate of Merger meeting the requirements of Section 18-209 of the
DLLCA (the “Delaware Certificate of Merger” and together with the Florida Articles and Plan
of Merger, the “Certificates of Merger”). The merger shall become effective at such time as
the Certificates of Merger are accepted for recording by the Secretary of State of the State of
Florida and the Secretary of State of the State of Delaware, as applicable (the “Effective
Time”).



3. The merger shall have the effects set forth in the applicable provisions of the DLLCA and
the FBCA. Without limiting the generality of the foregoing and subject thereto, at the Effective
Time all the property, rights, privileges, immunities, powers and franchises of the Surviving
Company and the Merging Corporation shall vest in the Surviving Company, and all debts,
liabilities, obligations and duties of the Surviving Company and the Merging Corporation shall
become the debts, liabilities, obligations and duties of the Surviving Company.



4. As a result of the merger and at the Effective Time, the constituent documents of the shall
be as follows:




	 	a)	 	Certificate of Formation. The Certificate of Formation of the
Surviving Company shall continue as the Certificate of Formation of the Surviving
Company, provided that the Certificate of Formation shall be amended to change the
name of the Surviving Company to Interactive Data Intelligence, LLC.






	 	b)	 	LLC Agreement. The Limited Liability Company Agreement of the
Surviving Company (“LLC Agreement”) shall continue in full force and effect
with respect to the Surviving Company until thereafter amended in accordance with
the DLLCA; provided, however, that as of the Effective Time, such
LLC Agreement shall be amended to provide that the name of Surviving Company is
“Interactive Data Intelligence, LLC.”





5. At the Effective Time, the managers of the Surviving Company as of the time immediately
prior to the Effective Time, shall remain the managers of the Surviving Company until their
respective successors are duly elected or appointed and qualified, or until the earlier death,
resignation or removal. At the Effective Time, the officers of the Surviving Company as of the time
immediately prior to the Effective Time, shall remain the officers of the Surviving Company
(retaining their respective positions and terms of office) until their respective successors are
duly elected or appointed or qualified, or until the earlier death, resignation or removal.



FOURTH : At the Effective Time, the outstanding securities of the Merging Corporation and the
Surviving Company shall be converted as follows:




	 	a)	 	Each share of Merging Corporation Common Stock, no par value issued and
outstanding immediately prior to the Effective Time shall cease to be outstanding
and shall be converted into and exchanged for the right to receive one (1) validly
issued, fully paid and nonassessable shares of Tiger Media, Inc., a Delaware
corporation (the “Parent”) Common Stock, par value $0.0001 per share
(“Parent Common Stock”).






	 	b)	 	Each share of Merging Corporation Series A Convertible Preferred Stock,
par value $0.001 per share issued and outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall be converted into and
exchanged for the right to receive 525.063 validly issued, fully paid and
nonassessable shares of Parent Series A Convertible Preferred Stock, par value
$0.0001 per share.






	 	c)	 	Each share of Merging Corporation Series B Convertible Preferred Stock,
par value $0.001 per share issued and outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall be converted into and
exchanged for the right to receive 0.750089 validly issued, fully paid and
nonassessable shares of Parent Common Stock.






	 	d)	 	One hundred percent (100%) of the membership interests of TBO
Acquisition, LLC issued and outstanding immediately prior to the Effective Time
shall be converted into membership interests of the Surviving Company, so that at
the Effective Time, Parent shall be the holder of all of the issued and outstanding
membership interests of the Surviving Company.





[Signature page follows]




IN WITNESS WHEREOF, the duly authorized officers of the Surviving Company and the
Merging Corporation have executed and delivered this Plan of Merger as of [      ].




SURVIVING COMPANY:




TBO Acquisition, LLC a Delaware limited liability
company




By:

Name:

Title:





MERGING CORPORATION:




The Best One, Inc., a Florida Corporation




By:

Name:

Title:




Exhibit A-2




CERTIFICATE OF MERGER




OF




THE BEST ONE, INC.,

a Florida corporation




WITH AND INTO




TBO ACQUISITION, LLC,

a Delaware limited liability company




PURSUANT TO TITLE 6, SECTION 18-209 OF THE DELAWARE

LIMITED LIABILITY COMPANY ACT




The undersigned limited liability company, TBO Acquisition, LLC, organized and existing under
and by virtue of the Delaware Limited Liability Company Act,



DOES HEREBY CERTIFY:



FIRST: The name of the surviving limited liability company is TBO Acquisition, LLC, a
Delaware limited liability company (the “Surviving Company”).



SECOND: That the name of the corporation being merged into this surviving limited
liability company is The Best One, Inc. (the “Merging Corporation”) and the jurisdiction in
which this corporation was formed is Florida.



THIRD: That a Merger Agreement and Plan of Reorganization (the “Merger
Agreement”) has been approved and executed by both the surviving limited liability company and
the Merging Corporation.



FIFTH: That the Certificate of Formation of the Surviving Company shall constitute the
Certificate of Formation of the Surviving Company, provided that Article I thereof shall be amended
to provide that the name of the Surviving Company be “Interactive Data Intelligence, LLC.”



SIXTH: That the executed Merger Agreement is on file at the office of the Surviving
Company. The address of such office of the Surviving Company 4400 Biscayne Blvd., 15th
Floor, Miami, Florida 33137.



SEVENTH: That a copy of the Merger Agreement will be furnished by the Surviving
Company, on request and without cost, to any member of the Surviving Company or any shareholder of
the Merging Corporation, or any other person holding an interest in any other business entity which
is to merge or consolidate.



EIGHTH: That the Surviving Company agrees that it may be served with process in the
State of Delaware in any action, suit or proceeding for the enforcement of any obligation of any
domestic limited liability company which is to merge or consolidate, irrevocably appointing the
Secretary of State as its agent to accept service of process in any such action, suit or proceeding
and the address to which a copy of such process shall be mailed to by the Secretary of State is
National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware, 19904.



[Signature on the next page]






2






IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed by
its duly authorized officer this        day of      , 2014.




TBO ACQUISITION, LLC




By:

Name:

Title:




Exhibit B




STATE OF DELAWARE

CERTIFICATE OF DOMESTICATION

FROM A NON-DELAWARE CORPORATION

TO A DELAWARE CORPORATION

PURSUANT TO SECTION 388 OF THE

DELAWARE GENERAL CORPORATION LAW





	 	1)	 	The date the Non-Delaware Corporation first formed is June 1, 2007.






	 	2)	 	The jurisdiction where the Non-Delaware Corporation first formed is Delaware.






	 	3)	 	The name of the Non-Delaware Corporation immediately prior to filing this Certificate
is Tiger Media, Inc.






	 	4)	 	The jurisdiction that constituted the seat, siege social, or principal place of
business or central administration of the Non-Delaware Corporation or any other equivalent
thereto under applicable law, immediately prior to the filing of this Certificate is the
Cayman Islands.






	 	5)	 	The name of the Corporation as set forth in the Certificate of Incorporation is






Tiger Media, Inc.




	 	6)	 	The domestication has been approved in the manner provided for by the document,
instrument, agreement or other writing, as the case may be, governing the internal affairs
of the Non-Delaware Corporation and the conduct of its business or by applicable
non-Delaware law, as appropriate.






IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting
Non-Delaware Corporation has executed this Certificate on the


     day of      , 2014.



TIGER MEDIA, INC.,



a Cayman Islands company



By:

Name:

Title:




Exhibit C




CERTIFICATE OF INCORPORATION

OF

TIGER MEDIA, INC.




FIRST. The name of the corporation is Tiger Media, Inc.



SECOND. The address of the corporation’s registered office in the State of Delaware is 160
Greentree Drive, Suite 101, Kent County, Dover, Delaware 19904. The name of its registered agent at
such address is National Registered Agents, Inc.



THIRD. The purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware.



FOURTH.



(A) The total number of shares of all classes of stock which the corporation shall be
authorized to issue is One Billion One Hundred Million (1,100,000,000) shares, divided into One
Billion (1,000,000,000) shares of common stock, par value $0.0001 per share (“Common
Stock”) and One Hundred Million (100,000,000) shares of preferred stock, par value $0.0001 per
share (“Preferred Stock”).



(B) The Board of Directors of the corporation (the “Board of Directors”) is hereby
expressly authorized, by resolution or resolutions thereof, to provide, out of the unissued shares
of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such
series, to fix the number of shares constituting such series and the designation of such series,
the voting powers (if any) of the shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series. The powers, preferences and relative,
participating, optional and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from those of any and all
other series at any time outstanding.



(C) Except as may otherwise be provided in this Certificate of Incorporation (including any
certificate filed with the Secretary of State of the State of Delaware establishing the terms of a
series of Preferred Stock in accordance with Section B of this Article FOURTH) or by applicable
law, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common
Stock held of record by such holder on all matters on which stockholders generally are entitled to
vote; provided, however, that, except as otherwise required by law, holders of
Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of
Incorporation (including any certificate filed with the Secretary of State of the State of Delaware
establishing the terms of a series of Preferred Stock in accordance with Section B of this Article
FOURTH) that relates solely to the terms of one or more outstanding series of Preferred Stock if
the holders of such affected series are entitled, either separately or together with the holders of
one or more other such series, to vote thereon pursuant to this Certificate of Incorporation
(including any certificate filed with the Secretary of State of the State of Delaware establishing
the terms of a series of Preferred Stock in accordance with Section B of this Article FOURTH) or
pursuant to the General Corporation Law of the State of Delaware.



(D) Subject to applicable law and the rights, if any, of the holders of any outstanding series
of Preferred Stock, dividends may be declared and paid on the Common Stock at such times and in
such amounts as the Board of Directors in its discretion shall determine.



(E) Upon the dissolution, liquidation or winding up of the corporation, subject to the rights,
if any, of the holders of any outstanding series of Preferred Stock, the holders of the Common
Stock shall be entitled to receive the assets of the corporation available for distribution to its
stockholders ratably in proportion to the number of shares held by them.



(F) Subject to the rights of the holders of any series of Preferred Stock pursuant to the
terms of this Certificate of Incorporation or any resolution or resolutions providing for the
issuance of such series of stock adopted by the Board of Directors, the number of authorized shares
of Preferred Stock may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation
entitled to vote generally in the election of directors irrespective of the provisions of Section
242(b)(2) of the General Corporation Law of the State of Delaware.



FIFTH. Unless and except to the extent that the bylaws of the corporation shall so require,
the election of directors of the corporation need not be by written ballot.



SIXTH.



(A) In furtherance and not in limitation of the powers conferred by the laws of the State of
Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and
repeal the bylaws of the corporation.



(B) The number of directors constituting the whole Board of Directors shall be fixed from time
to time by resolution of the Board of Directors, provided that the Board of Directors shall not be
composed of less than three, nor more than 15, directors.



(C) Vacancies and newly created directorships on the Board of Directors may be filled only by
a majority of the directors then in office, even if less than a quorum, or by a sole remaining
director.



SEVENTH. Subject to the rights of the holders of any series of Preferred Stock and to the
requirements of applicable law, special meetings of stockholders of the corporation for any purpose
or purposes may be called at any time only by the chairman of the Board of Directors or the
president of the corporation or at the written request of a majority of the members of the Board of
Directors and may not be called by any other person, and any power of stockholders to call a
special meeting is specifically denied.



EIGHTH. Except as authorized in advance by a resolution adopted by the Board of Directors or
except as otherwise provided for or fixed pursuant to the provisions of Article FOURTH of this
Certificate of Incorporation relating to the rights of holders of any series of Preferred Stock,
any action required or permitted to be taken by the stockholders of the corporation must be
effected at a duly called annual or special meeting of the stockholders of the corporation, and the
taking of any action by written consent of the stockholders in lieu of a meeting of the
stockholders is specifically denied.



NINTH. A director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent
such exemption from liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any right or protection
of a director of the corporation hereunder in respect of any act or omission occurring prior to the
time of such amendment, modification or repeal.



TENTH. The corporation reserves the right at any time, and from time to time, to amend,
alter, change or repeal any provision contained in this Certificate of Incorporation, and other
provisions authorized by the laws of the State of Delaware at the time in force may be added or
inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and
privileges of any nature conferred upon stockholders, directors or any other persons by and
pursuant to this Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this article.



ELEVENTH. The corporation shall not be subject to the provisions of Section 203 of the
General Corporation Law of the State of Delaware.



[Signature on next page.]





3






IN WITNESS WHEREOF, Tiger Media, Inc. has caused this Certificate of Incorporation to be
executed by its duly authorized officer on this        day of       .



	 	 	 
	TIGER MEDIA, INC.
	By:

	 	

	Name:

Title:

	 	Peter Tan

Chief Executive Officer






Exhibit D




BYLAWS




TIGER MEDIA, INC.

ARTICLE ONE




OFFICES




1.01. Registered Office. The registered office of the Corporation shall be fixed in
the certificate of incorporation.



1.02. Other Offices. The Corporation may also have an office or offices, and keep the
books and records of the Corporation, except as may otherwise be required by law, at such other
place or places, either within or without the State of Delaware, as the board of directors may from
time to time determine or the business of the Corporation may require.



ARTICLE TWO




MEETINGS OF STOCKHOLDERS




2.01. Annual Meetings. An annual meeting of stockholders for the purpose of electing
directors and for the transaction of such other business as may properly be brought before the
meeting shall be held at such time and place, if any, either within or without the State of
Delaware, as may be determined by the board of directors.



2.02. Special Meetings. The chairman of the board, the president, or a majority of
the members of the board of directors by written request shall have the power to call a special
meeting of stockholders at any time. Special meetings of stockholders may not be called by any
other person.



2.03. Notice of Meetings. Whenever stockholders are required or permitted to take any
action at a meeting, a notice of the meeting shall be given that shall state the place, if any,
date and time of the meeting (and the means of remote communications, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such meeting), the record date
for determining the stockholders entitled to vote at the meeting (if such date is different from
the record date for stockholders entitled to notice of the meeting) and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by
law, the certificate of incorporation or these bylaws, the notice of any meeting shall be given not
less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at the meeting as of the record date for determining the stockholders entitled to
notice of the meeting. Business transacted at any special meeting shall be limited to the purposes
stated in the notice to stockholders.



2.04. List of Stockholders Entitled to Vote. The officer who has charge of the stock
ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting (provided, however, if the record
date for determining the stockholders entitled to vote at the meeting is less than ten (10) days
before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the
tenth day before the meeting date), arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder for any purpose germane to the meeting at least ten
(10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of meeting or (ii)
during ordinary business hours at the principal place of business of the Corporation. If the
meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall
be produced and kept at the time and place of the meeting during the whole time thereof and may be
examined by any stockholder who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any stockholder during the
whole time of the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting. Except as otherwise
provided by law, the stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the list of stockholders required by this Section 2.04 or to vote in person or
by proxy at any meeting of stockholders.



2.05. Fixing Date for Determination of Stockholders of Record. In order that the
Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any
adjournment thereof, the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall, unless otherwise required by law, not be more than sixty
(60) nor less than ten (10) days before the date of such meeting. If the board of directors so
fixes a date, such date shall also be the record date for determining the stockholders entitled to
vote at such meeting unless the board of directors determines, at the time it fixes such record
date, that a later date on or before the date of the meeting shall be the date for making such
determination. If no record date is fixed by the board of directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for determination of stockholders entitled to vote at the
adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to
notice of such adjourned meeting the same or an earlier date as that fixed for determination of
stockholders entitled to vote in accordance herewith at the adjourned meeting.



2.06. Organization; Chairman and Secretary. The first mentioned of the following
officers who is present at a meeting of stockholders shall be chosen as chairman to preside over
the meeting: president, chairman of the board, or a vice-president. If no such officer is present
at the meeting, a chairman of the meeting shall be chosen by the holders of a majority in voting
power of the stock entitled to vote thereat, present in person or by proxy. The secretary, or in
his or her absence, an assistant secretary, or in the absence of the secretary and all assistant
secretaries, a person whom the chairman of the meeting shall appoint, shall act as secretary of the
meeting and keep a record of the proceedings thereof.



2.07. Inspector of Election. The Corporation may, and shall if required by law, in
advance of any meeting of stockholders, appoint one or more inspectors of election, who may (unless
otherwise required by applicable law) be employees of the Corporation, to act at the meeting or any
adjournment thereof and to make a written report thereof. The Corporation may designate one or
more persons as alternate inspectors to replace any inspector who fails to act. In the event that
no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman
of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully
the duties of inspector with strict impartiality and according to the best of his or her ability.
The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of
capital stock of the Corporation outstanding and the voting power of each such share, (ii)
determine the shares of capital stock of the Corporation represented at the meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of capital stock of the
Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such
certification and report shall specify such other information as may be required by law. In
determining the validity and counting of proxies and ballots cast at any meeting of stockholders of
the Corporation, the inspectors may consider such information as is permitted by applicable law.
No person who is a candidate for an office at an election may serve as an inspector at such
election.



2.08. Conduct of Meetings. The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall be announced at the
meeting by the person presiding over the meeting. The board of directors may adopt by resolution
such rules and regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the
board of directors, the chairman of the meeting shall have the right and authority to convene the
meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the
judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the board of directors or prescribed by the
chairman of the meeting, may include, without limitation, the following: (i) the establishment of
an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the presiding person of the meeting shall determine; (iv)
restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants. The chairman of the
meeting, in addition to making any other determinations that may be appropriate to the conduct of
the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or
business was not properly brought before the meeting and if the chairman should so determine, shall
so declare to the meeting and any such matter or business not properly brought before the meeting
shall not be transacted or considered.



2.09. Quorum. A quorum for the transaction of business at any meeting of stockholders
shall be at least a majority of the shares entitled to vote at the meeting, present in person or
represented by proxy. If a quorum is present at the opening of any meeting of stockholders, the
stockholder or stockholders present or represented may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at
the time appointed for the meeting or within a reasonable time thereafter as the stockholders may
determine, the stockholders present or represented may adjourn the meeting to a fixed time and
place but may not transact any other business.



2.10. Proxies. Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy, but no such proxy shall
be voted or acted upon after three years from its date. A proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in
law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by delivering to the secretary of the Corporation
a revocation of the proxy or a new proxy bearing a later date.



2.11. Right to Vote; Voting. Except as otherwise provided by the certificate of
incorporation or applicable law, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such stockholder which has voting
power upon the matter in question. At any meeting of stockholders for the election of directors at
which a quorum is present, a plurality of the votes cast shall be sufficient to elect. All other
elections and questions presented to the stockholders at a meeting at which a quorum is present
shall, unless otherwise provided by the certificate of incorporation, these bylaws, the rules or
regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to
any regulation applicable to the Corporation or its securities, be decided by the affirmative vote
of the holders of a majority in voting power of the shares of stock of the Corporation which are
present in person or by proxy and entitled to vote thereon. Voting at meetings of stockholders need
not be by written ballot.



2.12. Adjournment. Any meeting of stockholders, annual or special, may adjourn from
time to time to reconvene at the same or some other place, and notice need not be given of any such
adjourned meeting if the time and place, if any, thereof (and the means of remote communication, if
any, by which stockholders and proxy holders may be deemed to be present in person and vote at such
adjourned meeting) are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than thirty (30) days, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If
after the adjournment a new record date for stockholders entitled to vote is fixed for the
adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned
meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to
vote at such adjourned meeting as of the record date for notice of such adjourned meeting.



2.13. Notice of Stockholder Business and Nominations.



(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the
board of directors of the Corporation and the proposal of other business to be considered by the
stockholders may be made at an annual meeting of stockholders only (a) pursuant to the
Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the
board of directors or any committee thereof or (c) by any stockholder of the Corporation who was a
stockholder of record of the Corporation at the time the notice provided for in this Section 2.13
is delivered to the secretary of the Corporation, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2.13.



(2) For any nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 2.13, the stockholder must
have given timely notice thereof in writing to the secretary of the Corporation and any such
proposed business (other than the nominations of persons for election to the board of directors)
must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall
be delivered to the secretary at the principal executive offices of the Corporation not later than
the close of business on the ninetieth (90th) day, nor earlier than the close of
business on the one hundred twentieth (120th) day, prior to the first anniversary of the
preceding year’s annual meeting (provided, however, that in the event that the date of the annual
meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary
date, notice by the stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth (120th) day prior to such annual meeting and not later than the
close of business on the later of the ninetieth (90th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the date of
such meeting is first made by the Corporation). In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice
shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a
director (i) all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated
thereunder, and (ii) such person’s written consent to being named in the proxy statement as a
nominee and to serving as a director if elected; (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business desired to be brought
before the meeting, the text of the proposal or business (including the text of any resolutions
proposed for consideration and in the event that such business includes a proposal to amend the
bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such
business at the meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and
of such beneficial owner, (ii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially and of record by such stockholder and such beneficial
owner, (iii) a description of any agreement, arrangement or understanding with respect to the
nomination or proposal between or among such stockholder and/or such beneficial owner, any of their
respective affiliates or associates, and any others acting in concert with any of the foregoing,
including, in the case of a nomination, the nominee, (iv) a description of any agreement,
arrangement or understanding (including any derivative or short positions, profit interests,
options, warrants, convertible securities, stock appreciation or similar rights, hedging
transactions, and borrowed or loaned shares) that has been entered into as of the date of the
stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or
not such instrument or right shall be subject to settlement in underlying shares of capital stock
of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of
share price changes for, or increase or decrease the voting power of, such stockholder or such
beneficial owner, with respect to securities of the Corporation, (v) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi)
a representation whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least
the percentage of the Corporation’s outstanding capital stock required to approve or adopt the
proposal or elect the nominee and/or (b) otherwise to solicit proxies or votes from stockholders in
support of such proposal or nomination, and (vii) any other information relating to such
stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for, as applicable, the
proposal and/or for the election of directors in an election contest pursuant to and in accordance
with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The
foregoing notice requirements of this paragraph (A) of this Section 2.13 shall be deemed satisfied
by a stockholder with respect to business or a nomination if the stockholder has notified the
Corporation of his, her or its intention to present a proposal or make a nomination at an annual
meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and
such stockholder’s proposal or nomination has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may
require any proposed nominee to furnish such other information as the Corporation may reasonably
require to determine the eligibility of such proposed nominee to serve as a director of the
Corporation.



(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2.13
to the contrary, in the event that the number of directors to be elected to the board of directors
of the Corporation at the annual meeting is increased effective after the time period for which
nominations would otherwise be due under paragraph (A)(2) of this Section 2.13 and there is no
public announcement by the Corporation naming the nominees for the additional directorships at
least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting,
a stockholder’s notice required by this Section 2.13 shall also be considered timely, but only with
respect to nominees for the additional directorships, if it shall be delivered to the secretary at
the principal executive offices of the Corporation not later than the close of business on the
tenth (10th) day following the day on which such public announcement is first made by
the Corporation.



(B) Special Meetings of Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting pursuant to the
Corporation’s notice of meeting. Nominations of persons for election to the board of directors may
be made at a special meeting of stockholders at which directors are to be elected pursuant to the
Corporation’s notice of meeting (1) by or at the direction of the board of directors or any
committee thereof or (2) provided that the board of directors has determined that directors shall
be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at
the time the notice provided for in this Section 2.13 is delivered to the secretary of the
Corporation, who is entitled to vote at the meeting and upon such election and who complies with
the notice procedures set forth in this Section 2.13. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the board of
directors, any such stockholder entitled to vote in such election of directors may nominate a
person or persons (as the case may be) for election to such position(s) as specified in the
Corporation’s notice of meeting, if the stockholder’s notice described by paragraph (A)(2) of this
Section 2.13 shall be delivered to the secretary at the principal executive offices of the
Corporation not earlier than the close of business on the one hundred twentieth (120th)
day prior to such special meeting and not later than the close of business on the later of the
ninetieth (90th) day prior to such special meeting or the tenth (10th) day
following the day on which public announcement is first made of the date of the special meeting and
of the nominees proposed by the board of directors to be elected at such meeting. The foregoing
notice requirements of this paragraph (B) of this Section 2.13 shall be deemed satisfied by a
stockholder with respect to a nomination if the stockholder has notified the Corporation of his,
her or its intention to present a nomination at such special meeting in compliance with applicable
rules and regulations promulgated under the Exchange Act and such stockholder’s nomination has been
included in a proxy statement that has been prepared by the Corporation to solicit proxies for such
special meeting. In no event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend any time period) for the giving of a
stockholder’s notice as described above.



(C) General. (1) Except as otherwise expressly provided in any applicable rule or
regulation promulgated under the Exchange Act, only such persons who are nominated in accordance
with the procedures set forth in this Section 2.13 shall be eligible to be elected at an annual or
special meeting of stockholders of the Corporation to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 2.13. Except as otherwise provided by
law, the chairman of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this Section 2.13 (including whether
the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the case may be,
proxies or votes in support of such stockholder’s nominee or proposal in compliance with such
stockholder’s representation as required by clause (A)(2)(c)(vi) of this Section 2.13) and (b) if
any proposed nomination or business was not made or proposed in compliance with this Section 2.13,
to declare that such nomination shall be disregarded or that such proposed business shall not be
transacted. Notwithstanding the foregoing provisions of this Section 2.13, unless otherwise
required by law, if the stockholder (or a qualified representative of the stockholder) does not
appear at the annual or special meeting of stockholders of the Corporation to present a nomination
or proposed business, such nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been received by the
Corporation. For purposes of this Section 2.13, to be considered a qualified representative of the
stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or
must be authorized by a writing executed by such stockholder or an electronic transmission
delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders
and such person must produce such writing or electronic transmission, or a reliable reproduction of
the writing or electronic transmission, at the meeting of stockholders.



(2) For purposes of this Section 2.13, “public announcement” shall include disclosure in a
press release reported by the Dow Jones News Service, Associated Press or other national news
service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder.



(3) Notwithstanding the foregoing provisions of this Section 2.13, a stockholder shall also
comply with all applicable requirements of the Exchange Act and the rules and regulations
promulgated thereunder with respect to the matters set forth in this Section 2.13; provided
however, that any references in these bylaws to the Exchange Act or the rules and regulations
promulgated thereunder are not intended to and shall not limit any requirements applicable to
nominations or proposals as to any other business to be considered pursuant to this Section 2.13
(including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B)
of this Section 2.13 shall be the exclusive means for a stockholder to make nominations or submit
other business (other than, as provided in the penultimate sentences of paragraphs (A)(2) and (B)
hereof, business or nominations brought properly under and in compliance with Rule 14a-8 or Rule
14a-11 of the Exchange Act, as such Rules may be amended from time to time). Nothing in this
Section 2.13 shall be deemed to affect any rights (a) of stockholders to request inclusion of
proposals or nominations in the Corporation’s proxy statement pursuant to applicable rules and
regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred
Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.



ARTICLE THREE




DIRECTORS




3.01. Board of Directors; Number. The business and affairs of the Corporation shall
be managed by or under the direction of the board of directors. Unless otherwise provided by the
certificate of incorporation, the number of directors constituting the whole board of directors
shall be determined from time to time by the board of directors.



3.02. Qualification. No person shall be qualified for election as a director if he is
less than 18 years of age; if he is of unsound mind and has been so found by a court of the State
of Delaware or any other court of competent jurisdiction; if he is not a natural person; or if he,
at the time of the proposed election, has the status of a bankrupt. A director need not be a
stockholder.



3.03. Election and Term. The election of directors shall take place at each annual
meeting of stockholders. Each director shall hold office until his successor is duly elected and
qualified, or until his earlier death, resignation or removal.



3.04. Removal of Directors. Subject to the certificate of incorporation and
applicable law, any director may be removed from office, with or without cause, by the
stockholders, and the vacancy created by such removal may be filled by the election of any
qualified individual at the same meeting, failing which it may be filled by a majority of the
remaining members of the board of directors, although less than a quorum, or by a sole remaining
director.



3.05. Vacancies. Subject to the certificate of incorporation, these bylaws and
applicable law, a majority of the directors in office, even if less than a quorum, or a sole
remaining director may appoint a qualified individual to fill a vacancy in the board of directors,
and each director so elected shall hold office until the expiration of the term of office of the
director whom he or she has replaced or until his or her successor is duly elected and qualified.



3.06. Place of Meetings. Meetings of the board of directors may be held at any place
within or outside Delaware.



3.07. Calling of Meetings. Meetings of the board of directors shall be held from time
to time at such time and at such place, if any, as determined by the board of directors, the
chairman of the board, the president or the secretary, or upon the request in writing of any two
directors.



3.08. Notice of Meeting. Notice of the time and place of each meeting of the board of
directors shall be given to each director in accordance with Section 8.01 of these bylaws not less
than 24 hours before the time when the meeting is to be held. A notice of a meeting of directors
need not specify the purpose of or the business to be transacted at the meeting. Notwithstanding
the foregoing, (i) provided a quorum of directors is present, each newly elected board of directors
may without notice hold its first meeting immediately following the meeting of stockholders at
which such board of directors is elected and (ii) the board of directors may appoint a day or days
in any month or months for regular meetings of the board of directors at a place and hour to be
named and, so long as a copy of any resolution of the board of directors fixing the place and time
of such regular meetings shall be sent to each director promptly after being passed, no other
notice shall be required for any such regular meeting.



3.09. Quorum; Vote Required for Action. The quorum for the transaction of business at
any meeting of the board of directors shall be a majority of the total number of directors or such
greater number or proportion of directors as the board of directors may from time to time
determine. Unless otherwise provided by the certificate of incorporation or applicable law, a
majority of the votes entitled to be cast by the directors present at a meeting at which a quorum
is present shall be the act of the board of directors.



3.10. Meeting by Telephone. Directors may participate in a meeting of the board of
directors (or a committee thereof) by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear each other, and
participation in such a meeting shall constitute presence in person at such meeting.



3.11. Action by Unanimous Consent of Directors. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted to be taken at any
meeting of the board of directors, or of any committee thereof, may be taken without a meeting if
all members of the board of directors or such committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic transmissions are
filed with the minutes of proceedings of the board of directors or committee in accordance with
applicable law.



3.12. Chairman. The chairman of any meeting of the board of directors shall be the
first mentioned of such of the following officers as have been appointed and who is a director and
is present at the meeting: chairman of the board or president (if a director). If either of the
foregoing is not present, the directors present at the meeting shall choose one of their number to
act as chairman of the meeting.



3.13. Conflict of Interest. A director who is a party to, or who is a director or
officer of or has a material interest in any person who is a party to, a material contract or
transaction or proposed material contract or transaction with the Corporation shall disclose to the
Corporation the nature and extent of his interest at the time and in the manner provided by the
General Corporation Law of the State of Delaware.



3.14. Remuneration and Expenses. The directors shall be paid such remuneration for
their services as the board of directors may from time to time determine. The directors shall also
be entitled to be reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the board of directors or any committee thereof. Nothing herein contained
shall preclude any director from serving the Corporation in any other capacity and receiving
remuneration therefor.



ARTICLE FOUR




COMMITTEES




4.01. Committees of the Board. The board of directors may appoint from their number
one or more committees of the board of directors, however designated, and delegate to any such
committee the full power of the board of directors, to the fullest extent permitted by law. The
board of directors may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the meeting in place of any
absent or disqualified member.



4.02. Transaction of Business. Unless the board of directors otherwise provides, each
committee designated by the board of directors may make, alter and repeal rules for the conduct of
its business, provided that no committee shall fix its quorum at less than a majority of the
members. In the absence of such rules, each committee shall conduct its business in the same
manner as the board of directors conducts its business pursuant to Article Three of these bylaws.



4.03. Audit Committee. The board of directors shall select annually from among its
ranks an audit committee to be composed of not fewer than three directors none of whom shall be
officers or employees of the Corporation or any of its affiliates. The audit committee shall have
the powers and duties provided by resolution of the board of directors.



ARTICLE FIVE




OFFICERS




5.01. Appointment. The board of directors may from time to time appoint a president,
one or more vice-presidents (to which title may be added words indicating seniority or function), a
secretary, a treasurer and such other officers as the board of directors may determine, including
one or more assistants to any of the officers so appointed. One person may hold more than one
office. The board of directors may specify the duties of and, in accordance with these bylaws and
subject to the General Corporation Law of the State of Delaware, delegate to such officers powers
to manage the business and affairs of the Corporation. Subject to Section 5.02, an officer may but
need not be a director.



5.02. Chairman of the Board. The board of directors may from time to time appoint a
chairman of the board who shall be a director. If appointed, the board of directors may assign to
the chairman of the board any of the powers and duties that are by any provisions of these bylaws
assigned to the president; and the chairman of the board shall have such other powers and duties as
the board of directors may specify.



5.03. President. The president shall be the chief executive officer and, subject to
the authority of the board of directors, shall have general supervision of the business of the
Corporation; and the president shall have such other powers and duties as the board of directors
may specify.



5.04. Secretary. Unless otherwise determined by the board of directors, the secretary
shall be the secretary of all meetings of the board of directors, stockholders and committees of
the board of directors that the secretary attends. The secretary shall enter or cause to be entered
in records kept for that purpose minutes of all proceedings at meetings of the board of directors,
stockholders and committees of the board of directors, whether or not the secretary attends such
meetings; the secretary shall give or cause to be given, as and when instructed, all notices to
stockholders, directors, officers, auditors and members of committees of the board of directors;
the secretary shall be the custodian of the stamp or mechanical device generally used for affixing
the corporate seal of the Corporation and of all books, records and instruments belonging to the
Corporation, except when some other officer or agent has been appointed for that purpose; and the
secretary shall have such other powers and duties as otherwise may be specified.



5.05. Treasurer. The treasurer shall keep proper accounting records in compliance with
applicable law and any regulation or rules applicable to the Corporation or its securities,
including any regulation or rules of the stock exchange upon which the securities of the
Corporation are listed and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; the treasurer shall render to the
board of directors whenever required an account of all his transactions as treasurer and of the
financial position of the Corporation; and the treasurer shall have such other powers and duties as
otherwise may be specified.



5.06. Powers and Duties of Officers. The powers and duties of all officers shall be
such as the terms of their engagement call for or as the board of directors or (except for those
whose powers and duties are to be specified only by the board of directors) the president may
specify. The board of directors and (except as aforesaid) the president may, from time to time and
subject to the provisions of the General Corporation Law of the State of Delaware, vary, add to or
limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an
assistant has been appointed may be exercised and performed by such assistant, unless the board of
directors or the president otherwise directs.



5.07. Removal; Term of Office. The board of directors, in its discretion, may remove
any officer of the Corporation. Each officer appointed by the board of directors shall hold office
until his successor is appointed or until his earlier resignation or removal.



5.08. Conflict of Interest. An officer shall disclose his interest in any material
contract or transaction or proposed material contract or transaction with the Corporation.



ARTICLE SIX




INDEMNIFICATION AND ADVANCEMENT




6.01. Right to Indemnification. The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may hereafter be amended,
any person (a “Covered Person”) who was or is made or is threatened to be made a party or
is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom
he or she is the legal representative, is or was a director or officer of the Corporation or, while
a director or officer of the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys’ fees) reasonably
incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise
provided in Section 6.03, the Corporation shall be required to indemnify a Covered Person in
connection with a Proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the
specific case by the board of directors.



6.02. Prepayment of Expenses. The Corporation shall to the fullest extent not
prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered
Person in defending any Proceeding in advance of its final disposition, provided,
however, that, to the extent required by law, such payment of expenses in advance of the
final disposition of the Proceeding shall be made only upon receipt of an undertaking by the
Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered
Person is not entitled to be indemnified under this Article Six or otherwise.



6.03. Claims. If a claim for indemnification (following the final disposition of such
Proceeding) or advancement of expenses under this Article Six is not paid in full within thirty
days after a written claim therefor by the Covered Person has been received by the Corporation, the
Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest
extent permitted by law. In any such action the Corporation shall have the burden of proving that
the Covered Person is not entitled to the requested indemnification or advancement of expenses
under applicable law.



6.04. Nonexclusivity of Rights. The rights conferred on any Covered Person by this
Article Six shall not be exclusive of any other rights which such Covered Person may have or
hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.



6.05. Other Sources. The Corporation’s obligation, if any, to indemnify or to advance
expenses to any Covered Person who was or is serving at its request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, enterprise or
nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification
or advancement of expenses from such other corporation, partnership, joint venture, trust,
enterprise or non-profit enterprise.



6.06. Amendment or Repeal. Any right to indemnification or to advancement of expenses
of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or
repeal of these bylaws after the occurrence of the act or omission that is the subject of the
civil, criminal, administrative or investigative action, suit or proceeding for which
indemnification or advancement of expenses is sought.



6.07. Other Indemnification and Advancement of Expenses. This Article Six shall not
limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify
and to advance expenses to persons other than Covered Persons when and as authorized by appropriate
corporate action.



ARTICLE SEVEN




STOCK CERTIFICATES




7.01. Certificates; Uncertificated Stock. The shares of the Corporation shall be
represented by certificates, provided that the board of directors may provide by resolution or
resolutions that some or all of any or all classes or series of stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Every holder of stock represented by certificates
shall be entitled to have a certificate signed by or in the name of the Corporation by the chairman
of the board, if any, or the president or a vice president, and by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary, of the Corporation certifying the number of
shares owned by such holder in the Corporation. Any of or all the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or registrar at the date
of issue.



7.02. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The
Corporation may issue a new certificate of stock in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of
the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate.



7.03. Transfers of Stock. Transfers of shares of stock of the Corporation shall be
made only on the books of the Corporation upon authorization by the registered holder thereof or by
such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the
secretary or a transfer agent for such stock, and if such shares are represented by a certificate,
upon surrender of the certificate or certificates for such shares properly endorsed or accompanied
by a duly executed stock transfer power and the payment of any taxes thereon; provided, however,
that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.



7.04. Addresses of Stockholders. Each stockholder shall designate to the secretary an
address at which notices of meetings and all other corporate notices may be served or mailed to
such stockholder and, if any stockholder shall fail to so designate such an address, corporate
notices may be served upon such stockholder by mail directed to the mailing address, if any, as the
same appears in the stock ledger of the Corporation or at the last known mailing address of such
stockholder.



7.05. Registered Stockholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.



ARTICLE EIGHT




NOTICES




8.01. Method of Giving Notices. Any notice to be given pursuant to the General
Corporation Law of the State of Delaware, the certificate of incorporation, these bylaws or
otherwise to a stockholder or director may be provided in person, in writing or by electronic
transmission. A notice so delivered shall be deemed to have been received when it is delivered
personally and a notice so mailed shall be deemed to have been received when it is deposited in the
United States mail, postage prepaid and directed to the stockholder or director at such person’s
address as it appears on the records of the Corporation. Any notice to stockholders given by
electronic transmission shall be effective if given by a form of electronic transmission consented
to by the stockholder to whom the notice is given and shall be deemed given: (i) if by facsimile
telecommunication, when directed to a number at which the stockholder has consented to receive
notice; (ii) if by electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (iii) if by a posting on an electronic network,
together with separate notice to the stockholder of such specific posting, upon the later of such
posting and the giving of such separate notice; and (iv) if by another form of electronic
transmission, when directed to the stockholder. For purposes of these bylaws, “electronic
transmission” means any form of communication, not directly involving the physical transmission of
paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof,
and that may be directly reproduced in paper form by such a recipient through an automated process.



8.02. Notice to Joint Stockholders. If two or more persons are registered as joint
holders of any share, any notice may be addressed to all such joint holders, but notice addressed
to one of such persons shall be sufficient notice to all of them.



8.03. Waiver of Notice. Any waiver of notice, given by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at nor the purpose of any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be specified in a waiver of
notice.



ARTICLE NINE




MISCELLANEOUS




9.01. Corporate Seal. The corporate seal shall have the name of the Corporation
inscribed thereon and shall be in such form as may be approved from time to time by the board of
directors.



9.02. Fiscal Year. The fiscal year of the Corporation shall end on such day in each
year as determined from time to time by the board of directors.



9.03. Stockholder Claims. In the event that (i) any current or prior stockholder of
the Corporation or anyone on such stockholder’s behalf (“Claiming Party”) initiates or
asserts any claim or counterclaim (“Claim”) or joins, offers substantial assistance to or
has a direct financial interest in any Claim against the Corporation or any one or more of its
directors, officers or employees, and (ii) the Claiming Party (or the third party that received
substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct
financial interest) does not obtain a judgment on the merits that substantially achieves, in
substance and amount, the full remedy sought, then each Claiming Party shall be obligated jointly
and severally to reimburse the Corporation and all such directors, officers, or employees for all
fees, costs and expenses of every kind and description (including, but not limited to, all
reasonable attorneys’ fees and other litigation expenses) (collectively, “Litigation
Costs”) that the parties may incur in connection with such Claim. Unless the Corporation
consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i)
any derivative action or proceeding brought against the Corporation, (ii) any action asserting a
claim of breach of a fiduciary duty owed by any director, officer or other employee of the
Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a
claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, or
(iv) any action asserting a claim governed by the internal affairs doctrine, shall be a state or
federal court located within the State of Delaware, in all cases subject to the court’s having
personal jurisdiction over the indispensible parties named as defendants. Any person or entity
purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall
be deemed to have notice of and consented to the provisions of this Section 9.03.



9.04. Power to Amend. The power to adopt, amend and repeal the Bylaws shall be as
provided in the certificate of incorporation.



Exhibit E




LOCK-UP AGREEMENT




Tiger Media, Inc.


4400 Biscayne Blvd.


15th Floor


Miami, FL 33137



Ladies and Gentlemen:



Reference is made to that certain Merger Agreement and Plan of Reorganization, dated as of
[      ], 2015 (the “Merger Agreement”), by and among Tiger Media, Inc.
(“Company”), TBO Acquisition, LLC, The Best One, Inc. (“TBO”) and the other parties
thereto. The execution and delivery of this Agreement by the undersigned is a condition to the
closing of the Merger Agreement.



For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned is entering into this agreement (this “Lock-Up Letter
Agreement”) and hereby agrees that for a period of one year after the date hereof, unless
earlier terminated in accordance with the terms hereof (the “Lock-Up Period”), the
undersigned will not, directly or indirectly:



(1) 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 Common Stock, par value $0.0001 (“Common Stock”), of
Tiger Media, Inc. (“Company”), or any other securities of the Company convertible into or
exercisable or exchangeable for any shares of such Common Stock which are owned as of the date of
this Lock-Up Letter 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;



(2) 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;



(3) make any demand for or exercise any right or cause to be filed a registration statement,
including any amendments thereto, with respect to the registration of any Shares or any other
securities of the Company; or



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



The restrictions on the actions set forth in sections (1) through (4) above shall not apply
to: (a) transfers of Shares as a bona fide gift; (b) 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; (c) transfers of Shares to any beneficiary
of the undersigned pursuant to a will, trust instrument or other testamentary document or
applicable laws of descent; (d) transfers of Shares to the Company; or (e) transfers of Shares to
any entity directly or indirectly controlled by or under common control with the undersigned;
provided that, in the case of any transfer or distribution pursuant to clause (a), (b), (c) or (e)
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 Lock-Up Letter Agreement. For
purposes of this Lock-Up Letter Agreement, “immediate family” shall mean any relationship by blood,
marriage, domestic partnership or adoption, not more remote than first cousin.



In furtherance of the foregoing, the Company and its transfer agent on its behalf are hereby
authorized (i) to decline to make any transfer of securities if such transfer would constitute a
violation or breach of this Lock-Up Letter Agreement and (ii) to imprint on any certificate
representing Shares a legend describing the restrictions contained herein.



The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will
execute any additional documents necessary in connection with the enforcement hereof. Any
obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.



For the avoidance of doubt, nothing herein shall be understood to prevent the undersigned from
taking any of the actions described in sections (1) through (4) above with respect to any shares of
Common Stock or other securities of the Company acquired by the undersigned through open market
purchases consummated after the date of this Lock-Up Letter Agreement.



If the Company agrees to enter into any agreement with any other person or entity (or effects
a waiver with the same effect) who agreed to enter into a lock-up letter agreement with
substantially the same terms as this Lock-Up Letter Agreement to permit such holder to sell Shares
prior to the end of the Lock-Up Period, which sale would otherwise be restricted by this Lock-Up
Letter Agreement, the Company shall enter into a similar agreement with (or provide a similar
waiver to) the undersigned to provide for the release of a proportionate number of Shares.



[Signature page follows]Other than as set forth above, this Lock-Up Letter Agreement
shall terminate upon the end of the Lock-Up Period. This Lock-Up Letter Agreement shall be
construed in accordance with, and governed in all respects by, the laws of the State of Delaware.



Very truly yours,



By:       

Name:

Title:



Dated:      



Exhibit F




TIGER MEDIA, INC.

INVESTOR QUESTIONNAIRE




To: TIGER MEDIA, INC.



This Investor Questionnaire (“Questionnaire”) must be completed by each potential investor
in connection with the offer and sale of securities (the “Private Placement Securities”) of Tiger
Media, Inc. (the “Corporation”). The Private Placement Securities are being offered and sold by the
Corporation without registration under the Securities Act of 1933, as amended (the “Act”), and the
securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the
Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under
applicable state laws. The Corporation must determine that a potential investor meets certain
suitability requirements before offering or selling Private Placement Securities to such investor.
The purpose of this Questionnaire is to assure the Corporation that each investor will meet the
applicable suitability requirements. The information supplied by you will be used in determining
whether you meet such criteria, and reliance upon the private offering exemptions from registration
is based in part on the information herein supplied.



This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any
security. Your answers will be kept strictly confidential. However, by signing this Questionnaire,
you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such
parties as the Corporation deems appropriate in order to ensure that the offer and sale of the
Private Placement Securities will not result in a violation of the Act or the securities laws of
any state and that you otherwise satisfy the suitability standards applicable to purchasers of the
Private Placement Securities. All potential investors must answer all applicable questions and
complete, date and sign this Questionnaire. Please print or type your responses and attach
additional sheets of paper if necessary to complete your answers to any item.



	 	 	 
	PART A.BACKGROUND INFORMATION
	Name:

	 	

	 

	 	 
	Business Address:

	 	

	
 
	 	 
	
 
	 	(Number and Street)






	 	 	 	 	 
	(City)	 	(State)	 	(Zip Code)
	Telephone Number:
	 	

	 	

	
 	 	 
	 	 
	Type of entity:
	 	

	 	

	 
	 	 
	 	 






State of formation:        Date of formation:       



Set forth in the space provided below the (i) state(s), if any, in the United States in which you
maintained your principal office during the past two years and the dates during which you
maintained your office in each state, and (ii) state(s), if any, in which you pay income taxes:























	 	 	 
	Were you formed for the purpose of investing in the securities being offered?

	Yes        No      

Taxpayer Identification No.

	 	



	 

	PART B.

	 	STATUS AS AN ACCREDITED INVESTOR
	
 
	 	 






The undersigned is an “accredited investor” as such term is defined in one or more of the
subsections of Rule 501(a) of Regulation D under the Act. At the time of the sale of the Private
Placement Securities, the undersigned falls within one or more of the categories below. In order
to confirm that the person or entity qualifies as an accredited investor, each individual investor,
or each investing entity’s authorized officer or other representative, must check one or more of
the boxes below which applies to that person or entity and initial next to such checked box or
boxes. Please also provide the information requested below relating to your investment, business,
and educational experience.



Initial        The person is a natural person who (either individually or jointly with spouse)
has a net worth in excess of $1,000,0001;



Initial        The person is a natural person who had an individual income (not joint with
spouse) in excess of $200,000 in each of the two most recent years, or who had a joint income (with
spouse) in excess of $300,000 in each of those years, and in either case who has a reasonable
expectation of achieving the same income level in the current year;



Initial        The entity is a trust with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Private Placement Securities, whose purchase is directed by a
sophisticated person within the meaning of Rule 506(b)(2)(ii) of Regulation D (i.e., a person who
has such knowledge and experience in financial and business matters that he or she is capable of
evaluating the merits and risks of an investment in the Private Placement Securities);



Initial        The entity is a corporation, Massachusetts or similar business trust,
partnership, or an organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (tax exempt organization), not formed for the specific purpose of acquiring the
Private Placement Securities, having total assets in excess of $5,000,000;



Initial        The entity is an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 (ERISA), and either (i) the investment decision is made by a
“Plan Fiduciary”, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan
association, insurance company or registered investment adviser, or (ii) the employee benefit plan
has total assets in excess of $5,000,000;



Initial        The entity is a self-directed employee benefit plan within the meaning of ERISA
(e.g., an IRA), with investment decisions made solely by persons who are “accredited investors” as
defined in Rule 501(a) of Regulation D;



Initial        The entity is a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions for the
benefit of its employees, which plan has total assets in excess of $5,000,000;



Initial        The entity is one in which all of the equity owners are “accredited investors”;



Initial        The person is a director or executive officer of the Corporation;



Initial        The entity is a bank, savings and loan association or other similar institution
(as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act) whether acting in its
individual or fiduciary capacity;



Initial        The entity is an insurance company (as defined in Section 2(a)(13) of the
Securities Act);



Initial        The entity is an investment company registered under the Investment Company Act
of 1940 or a business development company (as defined in Section 2(a)(48) of the Investment Company
Act of 1940);



Initial        The entity is a private business development company (as defined in Section
202(a)(22) of the Investment Advisers Act of 1940);



Initial        The person is a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended; or



Initial        The entity is a Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.



By checking the applicable box or boxes above and initialing next to such checked box or
boxes, the undersigned investor is certifying to the Corporation that the undersigned is an
accredited investor for the reason stated above.



Please provide the following information on your investment, business, and educational
experience:




	 	(a)	 	Educational background:      
     






	 	(b)	 	Principal employment positions held during last five years:      
     
     
     
     






	 	1	 	The calculation of individual or joint net
worth should exclude the value of the investor’s primary residence. The value
of the primary residence is equal to the fair market value of the primary
residence, less the amount of mortgage debt secured by the primary residence.
However, if the amount of mortgage debt secured by the primary residence
exceeds the value of such residence, then the excess mortgage debt should be
deducted from the investor’s other assets in determining his or her net worth.




4









(c) Frequency of prior investment (check one in each column):



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Venture Capital
	 	 	Real Estate	 	Stocks & Bonds	 	   Investments   
	Frequently

	 	

	 	

	 	

	Occasionally

	 	

	 	

	 	

	Never

	 	

	 	

	 	







Do you believe you have sufficient knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of this investment?



Yes— No—



Do you believe you have the financial ability to hold this proposed investment for an
indefinite period of time, and to bear the economic risk of a complete loss of this investment?



Yes— No—



The undersigned understands that the information provided by the undersigned in this Questionnaire
will be relied upon by the Corporation and its officers and directors in determining whether the
offering of the Private Placement Securities is exempt from registration under the Act pursuant to
Regulation D or otherwise, and applicable state securities laws, and affirms that the answers to
the above questions are complete and correct as of the date hereof.



THE UNDERSIGNED WILL NOTIFY THE CORPORATION PROMPTLY OF ANY SUBSTANTIAL CHANGES IN THE
FOREGOING INFORMATION THAT MAY OCCUR.



IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the date set forth
below, and declares that it is truthful and correct.



	 	 	 
	Date:      , 2014
	 	Entity Name:

	 	 	By:

	 	 	Name:

	 	 	Title:







Exhibit G




CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK

OF

TIGER MEDIA, INC.




Pursuant to Section 151 if the General Corporation Law of the State of Delaware, it is hereby
certified that:



WHEREAS, the name of the Company (hereinafter called the “Company”) is Tiger Media,
Inc., a Delaware corporation.



WHEREAS, the Certificate of Incorporation of the Company (the “Certificate of
Incorporation”) authorizes the issuance of 100 Million (100,000,000) shares of preferred stock,
$0.0001 par value per share, and expressly authorizes the Board of Directors of the Company to
provide, out of the unissued shares of preferred stock, for one or more series of preferred stock
and, with respect to each such series, to fix the number of shares constituting such series and the
designation of such series, the voting powers (if any) of the shares of such series, and the
preferences and relative, participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such series.



WHEREAS, the Board of Directors of the Company, pursuant to the authority expressly vested in
it as aforesaid, has adopted the following resolutions creating a Series A issue of Preferred
Stock:



RESOLVED, that that the Board of Directors deems it advisable to, and hereby does, designate a
Series A Non-Voting Convertible Preferred Stock and fixes and determines the preferences, rights,
qualifications, limitations and restrictions relating to the Series A Non-Voting Convertible
Preferred Stock as follows, in addition to any set forth in the Certificate of Incorporation:



B. Definitions. For the purposes hereof, the following terms shall have the following
meanings:



“Affiliate” shall have the meaning ascribed to it pursuant to Rule 144 promulgated
under the Securities Act of 1933, as amended.



“Alternate Consideration” shall have the meaning set forth in Section 7(b).



“Business Day” means any day except Saturday, Sunday, and any day which shall be a
federal legal holiday in the United States or any day on which banking institutions in the State of
New York are authorized or required by law or other governmental action to close. Whenever any
payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.



“Common Stock” means the Company’s common stock, par value $0.0001 per share, and
stock of any other class of securities into which such securities may hereafter be reclassified or
changed into.



“Common Stock Equivalents” means any securities of the Company or the subsidiaries of
the Company, whether or not vested or otherwise convertible or exercisable into shares of Common
Stock at the time of such issuance, which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants
or other instrument that is at any time exercisable for, convertible into, or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock.



“Company” means Tiger Media, Inc., a Delaware corporation.



“Conversion Date” shall have the meaning set forth in Section 6(a).



“Conversion Ratio” shall have the meaning set forth in Section 6(b).



“Conversion Shares” means, collectively, the shares of Common Stock issuable upon
conversion of the shares of Preferred Stock in accordance with the terms hereof.



“Fundamental Transaction” shall have the meaning set forth in Section 7(b).



“Holder” shall mean any owner of shares of the Preferred Stock.



“Liquidation” means, whether in a single transaction or series of transactions, the
voluntary or involuntary liquidation, dissolution or winding up of the Company or such subsidiaries
the assets of which constitute all or substantially all of the assets of the business of the
Company and its subsidiaries, taken as a whole.



“Person” means an individual, entity, corporation, partnership, association, limited
liability company, limited liability partnership, joint-stock company, trust or unincorporated
organization.



“Preferred Stock” shall have the meaning set forth in Section 2.



“Qualified Sale” means the bona fide, arms’ length sale of Preferred Stock to a
non-Affiliate of either the Holder or the Company. For avoidance of doubt, an executed copy of
Form 144 with evidence of transmission to the Securities and Exchange Commission disclosing the
proposed sale of Common Stock, a written communication from a broker-dealer that a holder of
Preferred Stock has placed a sell order for shares of Common Stock issuable upon conversion of
Preferred Stock, or an executed copy of a stock purchase agreement with a non-Affiliate of either
the Holder or the Company shall be deemed to evidence a Qualified Sale.



C. Designation and Amount. The series of preferred stock designated by this
Certificate of Designation shall be designated as the Company’s Series A Non-Voting Convertible
Preferred Stock (the “Preferred Stock”), with Forty-Six Million (46,000,000) shares
designated as Series A Non-Voting Convertible Preferred Stock.



D. Dividends. Each holder of Preferred Stock shall be entitled to receive, on a pari
passu basis, dividends payable, subject to the conditions and other terms hereof, out of any funds
of the Company legally available when and at the time for declaration of dividends by the Company,
at the same time any dividends or other distributions will be paid or declared and set apart for
payment on any shares of Common Stock on the basis of the largest number of whole shares of Common
Stock into which such holder’s shares of Preferred Stock could be converted pursuant to Section 6
(assuming the full conversion of all shares of Preferred Stock then held by them).



E. Voting Rights. Except as required by law or as specifically provided herein, the
holders of Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any
matter presented to the stockholders of the Company for their action or consideration at any
meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting);
provided, however, that each holder of outstanding shares of Preferred Stock shall be entitled, on
the same basis as holders of Common Stock, to receive notice of such action or meeting.



F. Liquidation. Upon any Liquidation, distributions to the stockholders of the
Company shall be distributed among the holders of Common Stock, Preferred Stock and any other class
or series of Preferred Stock entitled to participate with the Common Stock in a liquidating
distribution, pro rata in proportion to the shares of Common Stock then held by them and the
maximum number of shares of Common Stock which they would have the right to acquire upon conversion
of shares of Preferred Stock held by them pursuant to Section 6 (assuming the full conversion of
all shares of Preferred Stock then held by them). Written notice of any liquidation, dissolution
or winding up of the Company, stating the payment date, the amount of any liquidating distribution
and the place where said liquidating distribution shall be payable, shall be given to the holders
of record of Preferred Stock not less than ten (10) days prior to the consummation of such
liquidation, dissolution or winding up, in accordance with the provisions of Section 8(a). A
Fundamental Transaction shall not be deemed a Liquidation.



G. Conversion Upon Qualified Sale.



11. Conversions Upon a Qualified Sale by Holder. Subject to the provisions of this
Section 6, each share of Preferred Stock shall automatically convert into Common Stock immediately
prior to the closing of a Qualified Sale of such share without any further action on the part of
the Company or the Holder. The date of such closing of such a Qualified Sale is referred to herein
as the “Conversion Date.”



12. Conversion Ratio. The number of validly issued, fully paid and non-assessable
shares of Common Stock issuable upon conversion of each share of Preferred Stock shall be equal to
the product obtained by multiplying each such share of Preferred Stock being converted by one
(subject to adjustment in the event of any stock split, stock dividend, combination,
recapitalization, reorganization, reclassification or other similar event, the “Conversion
Ratio”).



13. Mechanics of Conversion



ii. Delivery of Certificate Upon Conversion. As soon as practicable after each
Conversion Date, upon receipt of sale documentation satisfactory to the Company in its sole
discretion, the Company shall deliver, or cause to be delivered, to the purchaser in the Qualified
Sale a certificate or certificates, which will contain appropriate restrictive legends and trading
restrictions, representing the number of Conversion Shares being acquired upon the conversion of
shares of Preferred Stock by such Purchaser. Upon written request of such purchaser, the Company
shall use its best efforts to deliver any certificate or certificates required to be delivered by
the Company under this Section 6 electronically through the Depository Trust Company or another
established clearing corporation performing similar functions. If some but not all of the shares
of Preferred Stock represented by a certificate surrendered by such converting Holder are
converted, a new certificate or certificates representing the number of shares of Preferred Stock
which were not so converted shall be delivered to such Holder as promptly as practicable. If any
shares of Common Stock to be issued upon conversion of Preferred Stock pursuant to this section are
not sold within thirty (30) days after the delivery to the Company of any notice of a proposed
Qualified Sale, such shares shall ipso facto be deemed to have been converted back into Preferred
Stock.



iii. Reservation of Shares Issuable Upon Conversion. The Company covenants that it
will at all times reserve and keep available out of its authorized and unissued shares of Common
Stock for the sole purpose of issuance upon conversion of the Preferred Stock, free from preemptive
rights or any other actual contingent purchase rights of Persons other than the Holders of the
Preferred Stock, not less than such aggregate number of shares of the Common Stock as are issuable
(taking into account the adjustments of Section 7) upon the conversion of all outstanding shares of
Preferred Stock. The Company covenants that all shares of Common Stock so issuable shall, upon
issue, be duly authorized, validly issued, fully paid and nonassessable.



iv. Fractional Shares. No fractional shares or scrip representing fractional shares
shall be issued upon the conversion of the Preferred Stock. As to any fraction of a share which a
Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the average closing price per share of Common Stock on the NYSE MKT, or any
other trading market or exchange on which the Common Stock may then trade, for the ten-day period
ending on the day prior to such Conversion Date, or round up to the next whole share.



v. Transfer Taxes. Any transfer, documentary stamp or similar taxes arising on account
of a conversion of any shares of Preferred Stock shall be responsibility of and paid by the Holder.
Furthermore, the Company will not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon conversion. The Company
will not be required to issue or deliver such certificates unless or until the Person or Persons
requesting the issuance thereof will have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.



14. Record Holder. The Person or Persons entitled to receive the shares of Common
Stock issuable upon a conversion of Preferred Stock shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on the Conversion Date.



H. Certain Adjustments.



11. Stock Dividends and Stock Splits. If the Company, at any time while the Preferred
Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents,
(ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii)
combines (including by way of a reverse stock split) outstanding shares of Common Stock into a
smaller number of shares, then the Conversion Ratio shall be multiplied by a fraction of which the
numerator will be the number of shares of Common Stock (excluding any treasury shares of the
Company) outstanding immediately after such event and of which the denominator will be the number
of shares of Common Stock outstanding immediately before such event. Any adjustment made pursuant
to this Section 7(a) will become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and will become effective
immediately after the effective date in the case of a subdivision or combination.



12. Fundamental Transaction. If, at any time while the Preferred Stock is outstanding,
(i) (A) the Company effects any merger or consolidation of the Company with or into another Person,
(B) the Company effects any sale of all or substantially all of its assets in one transaction or a
series of related transactions, (C) any tender offer or exchange offer (whether by the Company or
another Person) is completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property, and (ii)
such event does not constitute a Qualified Sale resulting in automatic conversion pursuant to
Section 6(a) (in any such case, a “Fundamental Transaction”), then, upon any subsequent
conversion of the Preferred Stock, the Holders shall have the right to receive, for each Conversion
Share that would have been issuable upon such conversion immediately prior to the occurrence of
such Fundamental Transaction (assuming the full conversion of all shares of Preferred Stock then
held by them), the same kind and amount of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate
Consideration”). If holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holders shall be given the same
choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock
following such Fundamental Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall
file a new certificate of designation with the same terms and conditions and issue to the Holders
new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to
convert such preferred stock into Alternate Consideration. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this Section 7(b) and insuring that this
Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.



13. Calculations. All calculations under this Section 7 will be made to the nearest
share, as the case may be. For purposes of this Section 7, the number of shares of Common Stock
deemed to be issued and outstanding as of a given date will be the number of shares of Common Stock
(excluding any treasury shares of the Company) actually issued and outstanding.



14. Notice to the Holders. Whenever the Conversion Ratio is adjusted pursuant to any
provision of this Section 7, the Company shall promptly deliver to each Holder a notice setting
forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.



I. Miscellaneous.



11. Notices. Any and all notices or other communications or deliveries to be provided
by the Holders hereunder shall be in writing and delivered personally, by facsimile, electronic
mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at
the address of its principal office or address as the Company may specify for such purposes by
notice to the Holders delivered in accordance with this section. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, electronic mail, or sent by a nationally recognized overnight
courier service addressed to each Holder at the address of such Holder appearing on the books of
the Company, or if no such address appears on the books of the Company, at the principal place of
business of the Holders. Any notice or other communication or deliveries hereunder shall be deemed
given and effective on the earliest of the Business Day following the date of mailing, if sent by
nationally recognized overnight courier service, or upon actual receipt by the party to whom such
notice is required to be given.



12. Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock
certificate, if any, becomes mutilated, lost, stolen or destroyed, the Company shall execute and
deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in
lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the
shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of
evidence of such loss, theft or destruction of such certificate, and of the ownership thereof
reasonably satisfactory to the Company and any of additional documentation the transfer agent of
the Company may require.



13. Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Certificate of Designation will be governed by and construed and
enforced in accordance with the internal laws of the State of Delaware, without regard to the
principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the
interpretation, enforcement and defense of the transactions contemplated by this Certificate of
Designation (whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) may be commenced only in the state and federal courts
sitting in City of Wilmington, Delaware. Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of such courts for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such courts, or such courts are improper or
inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Certificate of Designation and
agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in
any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Certificate of Designation or the transactions
contemplated hereby. If either party shall commence an action or proceeding to enforce any
provisions of this Certificate of Designation, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred in the investigation, preparation and prosecution of such action or proceeding.



14. Waiver. Any waiver by the Company or a Holder of a breach of any provision of this
Certificate of Designation shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Certificate of Designation or a
waiver by any other Holders. The failure of the Company or a Holder to insist upon strict adherence
to any term of this Certificate of Designation on one or more occasions shall not be considered a
waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict
adherence to that term or any other term of this Certificate of Designation. Any waiver by the
Company or a Holder must be in writing.



15. Severability. If any provision of this Certificate of Designation is invalid,
illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances.



16. Status of Converted Preferred Stock. If any shares of Preferred Stock shall be
converted or reacquired by the Company, such shares shall resume the status of authorized but
unissued Preferred Stock.



17. Noncircumvention. The Company hereby covenants and agrees that the Company will
not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Certificate of Designation, and will at all times in good faith carry out
all the provisions of this Certificate of Designation and take all action as may be required to
protect the rights of the Holders.



Amendment. The terms of this Certificate of Designation shall not be amended except with
the consent of the Holders of a majority of the outstanding Preferred Stock voting as one class.





IN WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized
officer of the Company as of this [      ] day of [      ], 2015.



Name: Peter Tan


Title: Chief Executive Officer




5