Sid Murdeshwar, et al. v. SearchMedia Holdings Limited, et ...securities.stanford.edu/filings-documents/1045/IDI10_01/20111130_r… · SID MURDESHWAR, Individually and on Behalf of

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

SID MURDESHWAR, Individually and on Behalf of All Others Similarly Situated,

Plaintiff v. SEARCHMEDIA HOLDINGS LTD., et al.,

Defendants

Case No.: 1:11-cv-20549-KMW

STIPULATION AND AGREEMENT OF PARTIAL SETTLEMENT

This Stipulation and Agreement of Partial Settlement (the “Stipulation”) is submitted

pursuant to Rule 23 of the Federal Rules of Civil Procedure. Subject to the approval of the

Court, this Stipulation is entered into among Lead Plaintiff Noel Upfall and Defendants

SearchMedia Holdings Limited, Robert Fried, Phillip Frost, Rao Uppaluri, Steven Rubin, Glenn

Halpryn, Thomas Beier, David Moskowitz, and Shawn Gold.

DEFINITIONS

As used in this Stipulation, the following capitalized terms shall have the following

meanings:

1. “Action” means Sid Murdeshwar v. SearchMedia Holdings Ltd., et al., Case No.

11-cv-20549-KMW, pending in the Court and Hymie Akst v. SearchMedia Holding Limited et

al., Case No. 10-24605-CIV, filed in the Court.

2. “Administration Expenses” means all costs, disbursements, and expenses, other

than Notification Costs, incurred in the implementation of this Settlement and that are approved

by the Court, including, but not limited to, reasonable fees and expenses of the Claim

Case 1:11-cv-20549-KMW Document 92 Entered on FLSD Docket 11/30/2011 Page 1 of 31

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Administrator to administer the Settlement, review Claims filed by Class Members, and transfer

payments to Authorized Claimants.

3. "Arbitration Claims" means the claims that have been or may be brought by

SearchMedia in an arbitration proceeding pending in the International Centre for Dispute

Resolution against China Seed Ventures, L.P., Qinying Liu, Deutsche Bank AG, Le Yang, Sun

Hing Associates LTD., and Vervain Equity Investments Limited.

4. “Authorized Claimant” means a Class Member whose claim for recovery has

been allowed pursuant to the terms of the Stipulation.

5. “Cash Settlement Amount” means $2,750,000 that the Settling Defendants shall

cause to be delivered to the Settlement Account pursuant to the terms of this Stipulation.

6. “Claim” means a completed and signed Proof of Claim submitted to the Claims

Administrator in accordance with the instructions on the Proof of Claim.

7. “Claimant” means a person or entity that submits a Proof of Claim to the Claims

Administrator seeking to share in the proceeds of the Net Settlement Fund.

8. “Claims Administrator” means the Garden City Group, Inc., which shall

administer the Settlement.

9. “Class” means all persons or entities who: (i) purchased or otherwise acquired

SearchMedia securities between April 1, 2009 and August 20, 2010, inclusive; and/or (ii) held

common stock of Ideation on October 2, 2009, and were eligible to vote at Ideation’s October

27, 2009, special meeting. Excluded from the Class are Defendants, the officers and directors of

Ideation, the officers and directors of SearchMedia, the officers and directors of SearchMedia

International Limited, members of Defendants' immediate families and their legal

representatives, heirs, successors or assigns and any entity in which Defendants have or had a


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controlling interest, China Seed Ventures, L.P., Deutsche Bank AG, Le Yang, Sun Hing

Associates LTD., and Vervain Equity Investments Limited. Also excluded from the Class are all

persons and entities who submit a valid request for exclusion pursuant to the terms of this

Stipulation.

10. “Class Distribution Order” means a Court order authorizing distribution of the

Net Settlement Fund to Authorized Claimants.

11. “Class Member” means a person or entity who falls within the definition of the

Class, and includes each of their respective past or present officers, directors, shareholders,

employees, agents, attorneys, partners, managers, members, affiliates, subsidiaries, shareholders,

spouses, heirs, executors, administrators, representatives, successors and assigns. Persons and

entities who submit a valid request for exclusion pursuant to the terms of this Stipulation are not

included in the Class.

12. “Court” means the United States District Court for the Southern District of

Florida.

13. “Counsel Fees and Expenses” means fees and expenses allowed by the Court that

are sought and were incurred by Lead Counsel in the prosecution of the Action.

14. “Defendants” means SearchMedia, Robert Fried, Phillip Frost, Rao Uppaluri,

Steven Rubin, Glenn Halpryn, Thomas Beier, David Moskowitz, Shawn Gold, SearchMedia

International Limited, Garbo Lee, Qinying Liu, Earl Yen, Jennifer Huang, and Paul Conway.

15. “Effective Date” means the first day after the Court enters the Order and Final

Judgment and either (i) the expiration of any time for review or appeal of the Order and Final

Judgment, or (ii) if any appeal is filed and not dismissed, the Order and Final Judgment is upheld

on appeal in all material respects and is no longer subject to review upon appeal or review by


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writ of certiorari. Any award of Counsel Fees and Expenses, Representative Reimbursement,

and/or the approval of any Plan of Allocation shall not be considered a material provision of the

Order and Final Judgment, and any appeal of Counsel Fees and Expenses, Representative

Reimbursement, or Plan of Allocation shall not delay the Effective Date, and any modification as

a result of such appeal shall not be considered a modification of a material term.

16. “Escrow Agent” means Saxena White P.A.

17. “Fairness Hearing” means the hearing held by the Court to consider final approval

of the Settlement of the Action, pursuant to Rule 23(e) of the Federal Rules of Civil Procedure.

18. “Ideation” means Ideation Acquisition Corp.

19. “Lead Counsel” means the law firms of Saxena White P.A. and Glancy Binkow &

Goldberg LLP.

20. “Lead Plaintiff” means Noel Upfall.

21. “Net Settlement Fund” means the Settlement Fund, less any Taxes, Tax Expenses,

Notification Costs, Administration Expenses, Counsel Fees and Expenses, Representative

Reimbursement, and any other expenses approved by the Court. The Net Settlement Fund shall

be distributed to the Authorized Claimants as provided in this Stipulation.

22. “Non-Settling Defendants” means SearchMedia International Limited, Garbo Lee,

Qinying Liu, Earl Yen, Jennifer Huang, and Paul Conway.

23. “Notice” means the Notice of Pendency of Class Action and Proposed Partial

Settlement and Motion for Fairness Hearing, Attorneys’ Fees and Reimbursement of Expenses,

which is to be posted to the Settlement website substantially in the form attached as Exhibit A.


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24. “Notification Costs” means the costs of identification of Class Members, mailing

the Notice to the Class, publication of the Summary Notice, and related duplication and printing

costs.

25. “Order and Final Judgment” means the partial final judgment and order entered

by the Court approving the Settlement and dismissing the claims against the Settling Defendants

with prejudice, substantially in the form attached as Exhibit F, or any alternative order and

judgment entered by the Court which does not result in the election by Lead Counsel and/or

Settling Defendants to terminate this Settlement.

26. “Postcard Notice” means the Postcard Notice of Pendency of Class Action and

Proposed Partial Settlement and Motion for Fairness Hearing and Award of Attorneys’ Fees and

Expenses, which is to be distributed to Class Members substantially in the form attached as

Exhibit B.

27. “Preliminary Order” means the order, substantially in the form attached as Exhibit

D, which shall provide, among other things, for preliminary approval of the proposed Settlement

and a Fairness Hearing by the Court to consider the Settlement and the Notice contemplated to

be provided to all reasonably identifiable Class Members.

28. “Proof of Claim” means the document which is substantially in the form attached

to the Notice.

29. “Released Parties “and “Released Party” means the Settling Defendants and

includes the Settling Defendants’ and Ideation’s directors, officers, employees, agents,

consultants, attorneys, accountants, auditors, underwriters, partners, insurers, reinsurers, personal

representatives, spouses, issues, heirs, executors, administrators, predecessors, successors,

assigns, parent corporations, subsidiaries, divisions, and affiliates, or any other individual or


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entity in which the Settling Defendants or Ideation had or have a controlling interest. Released

Parties shall not be construed to include the Non-Settling Defendants.

30. “Representative Reimbursement” means the payment that is approved by the

Court to be paid to the Lead Plaintiff for reimbursement of his reasonable costs and expenses

directly relating to this Action.

31. "SearchMedia" means SearchMedia Holdings Limited (formerly known as

Ideation).

32. “Settled Claims” means any and all claims, debts, demands, rights, causes of

action or liabilities, of every nature and description whatsoever, whether fixed or contingent,

accrued or unaccrued, liquidated or unliquidated, based in law or equity, or based on any foreign,

federal, state, local, statutory or common law, or any other law, rule or regulation (including any

claims for violations of Fed. R. Civ. P. 11), including both known claims and Unknown Claims

that have been or could have been asserted in any forum by any Class Member, or the successors

or assigns of any of them, whether directly, indirectly, derivatively, representatively or in any

other capacity against any of the Released Parties, which arise out of, relate to, or are based

upon, in any way, directly or indirectly, (a) the allegations, transactions, facts, events, matters,

occurrences, acts, representations or omissions involved, set forth, or referred to, or that could

have been asserted in the Action, or (b) the purchase, acquisition, sale, disposition or transfer of

Ideation or SearchMedia securities by any Class Member, including without limitation all claims

arising out of or relating to any disclosures, public filings, registration statements or other

statement by any or all of the Released Parties. Settled Claims does not mean or include claims,

if any, against the Released Parties arising under the Employee Retirement Income Security Act

of 1974, 29 U.S.C. § 1001, et seq., which are not common to all Class Members. Settled Claims


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does not include claims relating to the enforcement of the Settlement or the terms of this

Stipulation. Settled Claims also does not include any claim against the Non-Settling Defendants.

33. “Settled Defendants’ Claims” means any and all claims, rights, causes of action or

liabilities, of every nature and description whatsoever, whether based in law or equity, on

federal, state, local, statutory or common law or any other law, rule or regulation (including any

claims for violations of Fed. R. Civ. P. 11), including both known claims and Unknown Claims,

that have been or could have been asserted in the Action or any forum by the Released Parties, or

any of them, or the successors and assigns of any of them against the Class Members or their

attorneys, which arise out of or relate in any way to the institution, prosecution, or settlement of

the Action. Settled Defendants' Claims does not include claims relating to the enforcement of

the Settlement or the terms of this Stipulation. Settled Defendants' Claims also does not include

the Arbitration Claims.

34. “Settlement” means the partial settlement of this Action contemplated by this

Stipulation.

35. “Settlement Account” means a trust account at a federally chartered financial

institution or successor institution selected by the Escrow Agent. The Settlement Account will

be managed by the Escrow Agent.

36. “Settlement Fund” means all cash, accrued interest, or assets in the Settlement

Account.

37. “Settling Defendants” means SearchMedia, Robert Fried, Phillip Frost, Rao

Uppaluri, Steven Rubin, Glenn Halpryn, Thomas Beier, David Moskowitz, and Shawn Gold.

38. “Settling Defendants’ Counsel” means Holland & Knight LLP.


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39. “Summary Notice” means the Summary Notice of Pendency of Class Action and

Proposed Partial Settlement and Motion for Fairness Hearing and Award of Attorneys’ Fees and

Expenses, for publication in substantially the same form attached as Exhibit C.

40. “Taxes” shall mean all taxes from any governmental entity (including any

estimated taxes, interest, or penalties) arising with respect to the income earned by the Settlement

Fund.

41. “Tax Expenses” shall mean expenses and costs incurred in connection with the

preparation, filing or litigation relating to the filing, of appropriate tax returns or related

paperwork related to the Settlement.

42. “Unknown Claims” means any and all Settled Claims that any Class Member

does not know or suspect to exist in his, her or its favor at the time of the release of the Released

Parties, and any of Settled Defendants’ Claims that Settling Defendants do not know or suspect

to exist in its favor, which if known by him, her, or it might have affected his, her or its

decision(s) with respect to the Settlement. With respect to any and all Settled Claims and Settled

Defendants’ Claims, the Released Parties and each Class Member, acting through Lead Counsel,

shall each, for themselves and all persons claiming by, through, or on behalf of them, be deemed

to have waived, and by operation of the Order and Final Judgment shall have expressly waived,

any and all provisions, rights and benefits conferred by any law of any state or territory of the

United States, or principle of common law, that is similar, comparable, or equivalent to Cal. Civ.

Code § 1542 and Section 20-7-11 of the South Dakota Codified Laws, each of which provides

that a general release does not extend to claims which the creditor does not know or suspect to

exist in his favor at the time of executing the release, which if known by him must have

materially affected his settlement with the debtor.


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Each Class Member’s and the Released Parties’ successors and assigns and any persons or

entities claiming through or on behalf of them shall, by operation of law, be deemed to have

acknowledged, that the inclusion of “Unknown Claims” in the definition of Settled Claims and

Settled Defendants’ Claims was separately bargained for and was a material element of the

Settlement and Stipulation.

SCOPE AND EFFECT OF SETTLEMENT

43. This Settlement was reached as a result of arms’ length negotiations and in good

faith, undertaken in the context of a voluntary mediation between the Lead Plaintiff and Settling

Defendants through the mediation services of Jed D. Melnick, Esq., and reflects a voluntary

submission to the terms of the Settlement.

44. The obligations incurred pursuant to this Stipulation shall be in full and final

disposition of the Action as against the Settling Defendants, and shall fully and finally release

any and all Settled Claims as against all Released Parties and shall also release all Settled

Defendants’ Claims. The Order and Final Judgment shall, among other things, provide for the

dismissal with prejudice of the Action against the Settling Defendants, without costs to any

party, as such costs are identified in 28 U.S.C. § 1920. The terms of this Stipulation shall not

affect the prosecution of any claims in this Action as against the Non-Settling Defendants.

45. Upon the Effective Date of this Settlement, the Class Members, on behalf of

themselves, their heirs, executors, administrators, predecessors, successors, and assigns, and any

other person claiming by, through or on behalf of them, whether or not that Class Member

executes and delivers a Proof of Claim or otherwise shares in the Settlement Fund, (a) shall be

deemed to have released and discharged all Settled Claims; and (b) shall be enjoined from

prosecuting, either directly or indirectly, any Settled Claims against any of the Released Parties.


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46. Upon the Effective Date of this Settlement, the Released Parties, on behalf of

themselves, their executors, administrators, predecessors, successors, assigns, and all persons and

entities claiming through or on behalf of them, (a) shall be deemed to have released all Settled

Defendants’ Claims; (b) shall be enjoined from prosecuting, either directly or indirectly, any

Settled Defendants’ Claim; and (c) shall forever be enjoined from prosecuting, either directly or

indirectly, any action, suit, cause of action, claim or demand against any person or entity who

may claim any form of contribution or indemnity from Class Members or their counsel in respect

of any Settled Defendants’ Claim. Provided, however, that nothing in this paragraph or

Stipulation shall preclude the Settling Defendants from continuing to pursue the Arbitration

Claims.

THE SETTLEMENT CONSIDERATION

47. In settlement of all Settled Claims against the Released Parties, and subject only

to the terms and conditions of this Stipulation, Settling Defendants shall cause to be paid the

Cash Settlement Amount ($2,750,000) into the Settlement Account within 14 days after the later

of: (i) the Court’s entry of the Preliminary Order; and (ii) the receipt by Settling Defendants of

an address for the delivery of a check for the Cash Settlement Amount and the Settlement

Account’s Form W-9 necessary to effect payment.

48. The Settlement Fund shall be maintained in the Settlement Account from the date

it is deposited until it is transferred in accordance with the provisions of this Stipulation or by

Order of the Court. The Settlement Account shall be managed by the Escrow Agent.

49. The Net Settlement Fund shall be the sole source of funds for payment of valid

Claims to the Class. Class Members will look solely to the Net Settlement Fund for settlement

and satisfaction of any and all Settled Claims against the Released Parties.


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50. All Taxes and Tax Expenses shall be paid out of the Settlement Fund prior to

distribution to Class Members without need for prior order from the Court. The Escrow Agent

shall be obligated to withhold from distribution to Class Members any funds necessary to pay

such amounts. The Escrow Agent shall indemnify and hold all Released Parties harmless for any

Taxes and Tax Expenses (including without limitation taxes payable by reason of any such

indemnification), if any, payable by any Released Party by reason of any income and gains

earned on the Settlement Fund. A Released Party shall notify the Escrow Agent promptly if it

receives any notice of any claim for Taxes relating to the Settlement Fund.

51. The Escrow Agent shall invest all Settlement Account funds in U.S. government

issued securities or guaranteed instruments (or a mutual fund invested solely in such

instruments), and shall collect and reinvest all interest accrued thereon. Any funds held in

escrow in an amount not to exceed any applicable FDIC limits may be held in an interest-bearing

bank account insured by the FDIC.

52. The Settlement Fund is intended to be a Qualified Settlement Fund within the

meaning of Treasury Regulation § 1.468B-1 and the Escrow Agent, as administrator of the

Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3), shall be

responsible for filing tax returns for the Settlement Fund and paying from the Settlement Fund

any Taxes owed with respect to the Settlement Fund. The Settlement Fund shall be treated as a

Qualified Settlement Fund from the earliest date possible, (including any relation-back election

required to treat the Settlement Fund as a Qualified Settlement Fund from the earliest date

possible). Settling Defendants' Counsel agrees to provide promptly to the Escrow Agent the

statement described in Treasury Regulation § 1.468B-3(e).


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53. If the Court approves the Settlement contemplated by this Stipulation, the Lead

Plaintiff and the Settling Defendants shall jointly request that the Court enter a bar order (the

"Bar Order") containing all of the following provisions:

a) The Non-Settling Defendants and all other persons and entities, including but not

limited to any other person or entity later named as a defendant or third-party

defendant in this Action, are hereby permanently barred, enjoined and restrained

from commencing, prosecuting, or asserting any claim for contribution (whether

contractual or otherwise) against the Released Parties or any other claim against

the Released Parties where the injury to such entity/individual is any person's or

entity's actual or threatened liability to the Lead Plaintiff or any Class Member,

including but not limited to any amounts paid in settlement of such actual or

threatened liability, or any other costs or expenses (including attorneys' fees)

incurred in connection with this Action; provided, however, that a Non-Settling

Defendant shall not be barred from pursuing contractual claims against

SearchMedia to recover attorneys' fees and costs actually and reasonably incurred

in the successful defense of claims asserted against such Non-Settling Defendant

in this Action, but only to the extent such contractual claims exist and only to the

extent of such Non-Settling Defendant's success.

b) The Released Parties are permanently barred, enjoined and restrained from

commencing, prosecuting or asserting any claim for contribution (whether

contractual or otherwise) against the Non-Settling Defendants or any other claim

against the Non-Settling Defendants where the injury to the Released Parties is

any person's or entity's actual or threatened liability to the Lead Plaintiff or Class


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Members, including but not limited to any amounts paid in settlement of such

actual or threatened liability, or any other costs or expenses (including attorneys'

fees) incurred in connection with this action; provided, however, that

SearchMedia may continue to pursue the Arbitration Claims.

ADMINISTRATION OF THE SETTLEMENT

54. The Claims Administrator shall administer the Settlement subject to the

supervision, direction, and approval of Lead Counsel and the Court; calculate the Claims

submitted by Class Members; and oversee distribution of the Net Settlement Fund. The Claims

Administrator shall be responsible for maintaining the Settlement website, distributing the

Postcard Notice and Proofs of Claim, and publishing the Summary Notice, respectively.

55. Settling Defendants and Settling Defendants' Counsel shall have no responsibility

for, interest in, or liability with respect to the investment or distribution of the Net Settlement

Fund, the Plan of Allocation, the determination, administration, or calculation of Claims, the

payment or withholding of Taxes, the payment of Tax Expenses, the payment of Notification

Costs and Administration Expenses, or any losses incurred in connection therewith.

56. No monies will be disbursed from the Settlement Account until after the Effective

Date, except:

a) Lead Counsel may pay Administration Expenses and Notification Costs as set

forth in ¶ 57; and

b) Lead Counsel may pay Taxes and Tax Expenses as set forth in ¶ 50.

57. Lead Counsel may pay Administration Expenses and Notification Costs from the

Settlement Fund without prior approval from Settling Defendants' Counsel. Notwithstanding

this provision, prior to the Effective Date, Lead Counsel shall not pay more than $100,000 from


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the Settlement Fund for such Administration Expenses and Notification Costs without the prior

approval of Settling Defendants' Counsel, which shall not be unreasonably withheld.

58. Any Class Member who does not submit a valid Proof of Claim will not be

entitled to receive any of the proceeds from the Net Settlement Fund but will otherwise be bound

by all of the terms of this Stipulation and the Settlement, including the terms of the Order and

Final Judgment to be entered in the Action, and will be barred from bringing any action against

the Released Parties concerning the Settled Claims. The Claims Administrator shall provide

Lead Counsel with a list of all late-filed, but otherwise adequate Proofs of Claim for

consideration by the Court for inclusion in the distribution.

59. The Claims Administrator shall process the Proofs of Claim and, after entry of the

Class Distribution Order, distribute the Net Settlement Fund to the Authorized Claimants.

60. For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an Authorized Claimant, the following conditions shall apply:

(a) Each Class Member shall submit a Proof of Claim (attached to Exhibit A),

supported by sufficient documentary evidence (including proof of the transactions

claimed and the losses incurred as a result), or such other documents or proof as the

Claims Administrator, in its discretion, may deem acceptable;

(b) All Proofs of Claim must be submitted by the date specified in the Notice,

unless such period is extended by Order of the Court. All Class Members who fail to

timely submit a valid Proof of Claim and all Class Members whose Claims are rejected

by the Claims Administrator (or the Court if a timely contest to the rejection is filed),

shall be barred from receiving any proceeds from the Net Settlement Fund, but will in all

other respects be subject to and bound by the provisions of the Stipulation and


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Settlement, including the terms of the Order and Final Judgment to be entered in the

Action, and will be barred from bringing any action against the Released Parties

concerning the Settled Claims;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, who shall determine in accordance with this Stipulation and the approved

Plan of Allocation the extent, if any, to which each Claim shall be allowed, subject to

review by the Court pursuant to subparagraph (e) below;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall

communicate with the Claimant in order to attempt to remedy the curable deficiencies in

the Proofs of Claim submitted. The Claims Administrator shall timely notify in writing

each Claimant whose Proofs of Claim it proposes to reject in whole or in part, setting

forth the reasons therefore, and shall indicate in such notice that the Claimant whose

Claim is to be rejected has the right to a review by the Court if the Claimant so desires

and complies with the requirements of subparagraph (e) below;

(e) If any Claimant whose Claim has been rejected in whole or in part desires

to contest such rejection, the Claimant must, within 20 days after the date of mailing of

the notice required in subparagraph (d) above, serve the Claims Administrator with a

notice and statement of reasons indicating the Claimant’s grounds for contesting the

rejection along with any supporting documentation, and requesting a review thereof by

the Court. If a dispute concerning a Claim cannot be otherwise resolved, Lead Counsel

shall thereafter present the request for review to the Court; and


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(f) The administrative determinations of the Claims Administrator accepting

and rejecting Claims shall be presented to the Court for approval by the Court in the

Class Distribution Order.

61. Each Claimant will be subject to investigation and discovery under the Federal

Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that

Claimant’s status as a Class Member, and the validity and amount of the Claimant’s Claim. No

discovery shall be allowed on the merits of the Action or Settlement in connection with

processing the Proofs of Claim.

62. Payment pursuant to this Stipulation shall be deemed final and conclusive against

all Class Members. All Class Members whose Claims are not approved by the Court shall be

barred from participating in distributions from the Net Settlement Fund, but otherwise shall be

bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order

and Final Judgment to be entered in the Action, and will be barred from bringing any action

against the Released Parties concerning the Settled Claims.

63. Lead Counsel shall request that the deadline for submitting exclusions from the

Class by potential Class Members be at least 21 days prior to the Fairness Hearing. Copies of all

requests for exclusion from the Class received by the Claims Administrator (or other person

designated to receive exclusion requests) shall be provided to Lead Counsel and Settling

Defendants' Counsel no later than 21 days prior to the Fairness Hearing. In addition, at the same

time, the Claims Administrator shall also deliver to Lead Counsel and Settling Defendants'

Counsel a report of all exclusion requests received setting forth (i) the number of exclusion

requests received; (ii) the name, address and telephone number of persons or entities requesting

exclusion; and (iii) the number of shares subject to such exclusion requests. In that report, the


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Claims Administrator shall indicate which exclusion requests, if any, appear to fail to meet the

requirements for obtaining exclusion from the Class as set forth in the Notice and therefore

appear to be defective. The Claims Administrator’s report is for convenience only and any

conclusions in it shall not be binding on Lead Counsel, the Class Members, or Settling

Defendants.

64. The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all Claims have been processed,

and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii)

all objections with respect to all rejected or disallowed Claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired; (iii) all appeals

have been resolved or the time therefor has expired; and (iv) all costs of administration have

been paid.

65. If, after 6 months from the date of distribution of the Net Settlement Fund

(whether by reason of tax refunds, uncashed checks or otherwise) (the “Reallocation Date”),

there is a balance greater than 2% of the Cash Settlement Amount remaining in the Net

Settlement Fund, the Claims Administrator shall reallocate the balance among Authorized

Claimants in an equitable and economic fashion, but only to those Authorized Claimants who

have cashed their first distribution check and would receive at least $10.00 from the reallocation.

Any balance which still remains in the Net Settlement Fund four (4) months after the

Reallocation Date (whether any reallocation was necessary), shall be donated to secular non-

profit organization(s) qualifying under Internal Revenue Code § 501(c) as designated jointly by

Lead Counsel and Settling Defendants' Counsel.


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COUNSEL FEES AND EXPENSES

66. Lead Counsel will apply to the Court for an award from the Settlement Fund of

attorneys’ fees not to exceed one-third of the Settlement Fund, and for reimbursement of actual

expenses, plus any interest earned on such fees and expenses at the same rate and for the same

period earned by the Settlement Fund (until paid) as may be awarded by the Court.

Representative Reimbursement shall be paid only if ordered by the Court. The Released Parties

will not take any position on such applications.

67. Should the Court award any Counsel Fees and Expenses, Lead Counsel shall be

permitted to withdraw all awarded fees and expenses from the Settlement Fund 31 days after the

entry of the Order and Final Judgment. If the Settlement is thereafter terminated pursuant to the

terms of paragraphs 77-78, Lead Counsel will return to Settling Defendants all previously

awarded fees or expenses paid, plus interest actually earned, within 7 business days of the

termination of the Settlement. If, as a result of any appeal or further proceedings on remand, or

successful collateral attack, the award of attorneys’ fees and/or actual expenses is reduced or

reversed pursuant to a final court order, Lead Counsel will return to Settling Defendants the

amount of previously awarded fees and expenses, plus interest actually earned, that are not

ultimately approved or sustained on appeal or pursuant to further proceedings on remand, within

7 business days of the appropriate order, decision or judgment. Lead Counsel's obligation to

return all previously awarded fees or expenses paid, plus interest actually earned, as set forth in

this paragraph shall be joint and several between the law firms of Saxena White P.A. and Glancy

Binkow & Goldberg LLP. Lead Counsel may allocate the Counsel Fees and Expenses among

other counsel in a manner in which they in good faith believe reflects the contributions of such

counsel to the initiation, prosecution, and resolution of the Action, provided, however, that Lead


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Counsel may not distribute any Counsel Fees and Expenses to other counsel until the Effective

Date.

68. The Settlement is not in any way conditioned upon the Court's award of Counsel

Fees and Expenses or Representative Reimbursement. Moreover, the procedure for and the

allowance or disallowance by the Court of any applications for Counsel Fees and Expenses or

Representative Reimbursement is to be considered by the Court separately from the Court’s

consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in the

Stipulation, and any order or proceedings relating to such applications, or any appeal from any

order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel

the Stipulation, or affect or delay the finality of the Order and Final Judgment approving the

Stipulation and the Settlement.

69. Settling Defendants and Settling Defendants' Counsel shall have no responsibility

for, and no liability whatsoever, with respect to:

a) any payment to Lead Plaintiff or Lead Counsel or any other counsel or person

who receives payment from the Settlement Fund; or

b) the allocation among Lead Counsel and other counsel and/or any other person

who may assert some claim thereto, of any fee and expense award that the Court

may make in the Action, and Settling Defendants take no position with respect to

such matters.

DISTRIBUTION TO AUTHORIZED CLAIMANTS

70. Lead Counsel will apply to the Court for an order approving the Claims

Administrator’s determinations concerning the acceptance and rejection of the Claims submitted,

and approving any fees and expenses not previously applied for (including the fees and expenses


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of the Claims Administrator), and if the Effective Date has occurred, directing payment of the

Net Settlement Fund to Authorized Claimants.

71. The Claims Administrator shall determine each Authorized Claimant’s pro rata

share of the Net Settlement Fund based upon each Authorized Claimant’s Recognized Claim, as

defined in the Plan of Allocation that is approved by the Court. Each Authorized Claimant shall

be allocated a pro rata share of the Net Settlement Fund based on that Authorized Claimant’s

Recognized Claim compared to the total Recognized Claims of all Authorized Claimants.

72. The Plan of Allocation is not a necessary term of this Stipulation and it is not a

condition of this Stipulation that any particular Plan of Allocation be approved.

73. The Released Parties shall not be entitled to get back any of the settlement monies

on or after the Effective Date.

TERMS OF PRELIMINARY ORDER

74. Promptly after this Stipulation has been fully executed, Lead Counsel and Settling

Defendants' Counsel shall jointly apply to the Court for entry of a Preliminary Order,

substantially in the form attached as Exhibit D.

TERMS OF ORDER AND FINAL JUDGMENT

75. If the Settlement contemplated by this Stipulation is preliminarily approved by the

Court, Lead Counsel and Settling Defendants' Counsel shall request that the Court enter an Order

and Final Judgment substantially in the form attached as Exhibit E.

SUPPLEMENTAL AGREEMENT

76. Simultaneously with the execution of the Stipulation, Lead Counsel and Settling

Defendants' Counsel are executing a Supplemental Agreement setting forth certain conditions

under which this Settlement may be terminated by Settling Defendants if Class Members who, as


21

determined from their valid requests for exclusion, held in excess of a certain number of shares

of Ideation or SearchMedia securities, validly exclude themselves from the Class. The

Supplemental Agreement shall not be filed with the Court unless required by the Court or a

dispute arises as to its terms. In the event of a termination of this Settlement pursuant to the

Supplemental Agreement, this Stipulation shall be void, except that the provisions of ¶¶ 77-81

shall apply. Notwithstanding this, the Stipulation shall not become null and void as a result of

the election by the Settling Defendants to exercise their option to withdraw from the Stipulation

pursuant to the Supplemental Agreement until the conditions set forth in the Supplemental

Agreement have been satisfied.

WAIVER OR TERMINATION

77. Settling Defendants or Lead Counsel shall have the right to terminate the

Settlement and this Stipulation by providing written notice of their election to do so to all other

parties to the Stipulation within 30 days of: (a) the Court’s refusal to enter the Preliminary Order

in any material respect without leave to resubmit the Settlement for preliminary approval in a

form that Settling Defendants and Lead Counsel, on behalf of the Class Members, agree upon;

(b) the Court’s refusal to approve this Stipulation or any material part of it; (c) the Court's refusal

to enter the Bar Order contained in paragraph 53 above; (d) the Court’s refusal to enter the Order

and Final Judgment approving the Settlement; (e) the date upon which the Order and Final

Judgment is modified or reversed in any material respect by the Eleventh Circuit Court of

Appeals or the United States Supreme Court; (f) Settling Defendants’ election to withdraw from

the Settlement pursuant to the Supplemental Agreement; or (g) Settling Defendants’ refusal to

enter into a litigation release with their insurers in a mutually acceptable form. However, any

decision with respect to an application for Counsel Fees and Expenses or Representative


22

Reimbursement, or with respect to any Plan of Allocation, shall not be considered material to the

Settlement or this Stipulation and shall not be grounds for termination.

78. Except as otherwise provided by this Stipulation, in the event the Settlement is

terminated, then the parties to this Stipulation shall be deemed to have reverted to their

respective statuses in the Action as of September 21, 2011 and, except as otherwise expressly

provided:

a) The parties to this Stipulation shall proceed in all respects as if this Stipulation

and any related Judgments or Orders entered by the Court are vacated, nunc pro

tunc;

b) Neither the facts nor the specific terms of the Stipulation or Settlement shall be

admissible in any action or proceeding; and

c) The Settlement Fund and any interest earned on it, less any Taxes, Tax Expenses,

Administration Expenses and Notification Costs shall be returned to Settling

Defendants within 7 business days of the termination of the Settlement. If the

Administration Expenses and Notification Costs deducted from the Settlement

Fund exceed $100,000 and the Settling Defendants' Counsel did not approve such

excessive deductions, Lead Counsel shall be obligated to reimburse the

Settlement Fund for the amount deducted in excess of $100,000. At the written

request of Settling Defendants' Counsel, the Escrow Agent or its designee shall

apply for any tax refund owed to the Settlement Fund and pay the proceeds, after

deduction of any Tax Expenses, to Settling Defendants.

NO ADMISSION OF WRONGDOING


23

79. Settling Defendants expressly deny all charges of wrongdoing or liability asserted

against them in the Action. Settling Defendants also deny the allegations that Lead Plaintiff or

the Class have suffered damage arising out of the conduct, statements, acts, or omissions to act

of the Settling Defendants, or that Lead Plaintiff or the Class were harmed by the conduct of the

Settling Defendants alleged in the Action. Nonetheless, Settling Defendants have concluded that

further conduct of the Action against them would be protracted and expensive, and that it is

desirable that the claims asserted against them in the Action be fully and finally settled in the

manner and upon the terms and conditions set forth in this Stipulation. Settling Defendants also

have taken into account the uncertainty and risks inherent in any litigation, especially in complex

cases like this Action. Settling Defendants have therefore determined that it is desirable and

beneficial to them that the claims asserted against them in the Action be settled in the manner

and upon the terms and conditions set forth in this Stipulation.

80. Lead Plaintiff believes that the claims asserted in the Action have merit and that

the evidence developed to date supports the claims. However, Lead Plaintiff and Lead Counsel

recognize and acknowledge the expense and length of continued proceedings necessary to

prosecute the Action against the Settling Defendants through trial and through appeals. Lead

Plaintiff and Lead Counsel have also taken into account the uncertain outcome and the risk of

any litigation, especially in complex actions such as this Action, as well as the difficulties and

delays inherent in such litigation. Lead Plaintiff has therefore determined that it is desirable and

beneficial that the claims against the Settling Defendants be settled in the manner and upon the

terms and conditions set forth in this Stipulation.

81. This Stipulation, whether or not consummated, and any proceedings taken

pursuant to it:


24

(a) shall not be offered or received against the Released Parties as evidence

of, or construed to be evidence of, any presumption, concession, or admission by the

Released Parties with respect to the truth of any fact alleged in the Action or the validity

of any claim that has been or could have been asserted in the Action, or the deficiency of

any defense that has been or could have been asserted in the Action, or of any liability,

negligence, fault, or wrongdoing of the Released Parties;

(b) shall not be offered or received against the Released Parties as evidence of

a presumption, concession or admission of any fault, misrepresentation or omission with

respect to any statement or written document approved or made by any of the Released

Parties;

(c) shall not be offered or received against any of the Released Parties as

evidence of a presumption, concession or admission with respect to any liability,

negligence, fault or wrongdoing, or in any way referred to for any other reason as against

any of the Released Parties, in any other civil, criminal or administrative action or

proceeding, other than such proceedings as may be necessary to effectuate the provisions

of this Stipulation; provided, however, that if this Stipulation is approved by the Court,

the Released Parties may refer to it to effectuate the liability protection granted them

hereunder;

(d) shall not be construed against any of the Released Parties as an admission

or concession that the consideration to be given hereunder represents the amount which

could be or would have been recovered after trial; and

(e) shall not be construed as or received in evidence as an admission,

concession or presumption against any of the Class Members that any of their claims are


25

without merit, or that any defenses asserted by Settling Defendants have any merit, or

that damages recoverable under the Complaint would not have exceeded the Settlement

Fund.

OBLIGATIONS OF THE RELEASED PARTIES

82. Settling Defendants shall be obligated to cause to be paid the Cash Settlement

Amount into the Settlement Account. Settling Defendants and Settling Defendants' Counsel

shall also cooperate in the production of information with respect to the identification of Class

Members from Ideation’s and SearchMedia's records.

83. Except as specifically provided by the terms of this Stipulation or otherwise

mandated by law, the Released Parties shall have no obligation or responsibility in connection

with providing Notice to the Class, the administration of the Settlement or the Claims process,

the investment or administration of the Settlement Fund, the payment of Taxes or Tax Expenses

from the Settlement Fund, reviewing or challenging Proofs of Claim submitted to the Claims

Administrator, or disbursement of the Net Settlement Fund to Authorized Claimants, and shall

have no liability whatsoever to any person, including, but not limited to, the Class Members, in

connection with any such function or responsibility. Notwithstanding the foregoing, Settling

Defendants shall be responsible for providing any and all notifications required under 28 U.S.C.

§ 1715.

84. Settling Defendants agree that, in the event Lead Plaintiff pursues this Action

against the Non-Settling Defendants, any discovery requests issued in this Action by Lead

Plaintiff may be served upon Settling Defendants through Settling Defendants' Counsel, but

Settling Defendants reserve all their rights to object to, or otherwise challenge, such discovery

requests.


26

MISCELLANEOUS PROVISIONS

85. The Court shall retain jurisdiction over all parties to the Settlement (including all

Claimants and Class Members) and all matters relating to the Settlement, and shall retain

exclusive jurisdiction to interpret the scope of the Bar Order contained in paragraph 53 above.

86. All of the exhibits attached to this Stipulation and the Supplemental Agreement

referenced herein are incorporated by reference as if fully set forth herein.

87. If a case is commenced in respect of any Released Party contributing the Cash

Settlement Amount under Title 11 of the United States Bankruptcy Code, or a trustee, receiver or

conservator is appointed under any similar law, and in the event of the entry of a final order of a

court of competent jurisdiction determining the transfer to the Settlement Account or any portion

thereof by or on behalf of such Released Party to be a preference, voidable transfer, fraudulent

transfer or similar transaction and any portion thereof is required to be returned, and such amount

is not promptly deposited to the Settlement Account by others, then, at the election of Lead

Counsel, the parties shall jointly move the Court to vacate and set aside the releases given and

Judgment entered in favor of the Settling Defendants pursuant to this Stipulation, which releases

and Judgment shall be void, and the parties shall be restored to their respective positions in the

litigation as of September 21, 2011 and any cash amounts in the Settlement Account shall be

returned within 7 business days.

88. The parties to this Stipulation agree that, other than disclosures required by law,

any public comments from the parties regarding this resolution will not substantially deviate

from words to the effect that the parties have reached a mutually acceptable resolution by way of

a mediated settlement that will avoid protracted and expensive litigation, and that the parties are

satisfied with this resolution. Settling Defendants retain the right to deny that the claims


27

advanced in the Action against them were meritorious and that they have retained the right to

continue prosecuting the Arbitration Claims.

89. This Stipulation may not be modified or amended, nor may any of its provisions

be waived except by a writing signed by all parties or their successors-in-interest, or by Order of

the Court.

90. The headings in this Stipulation are used for the purpose of convenience only and

are not meant to have legal effect.

91. The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

92. This Stipulation and its exhibits, and the Supplemental Agreement, constitute the

entire agreement among the parties to this Stipulation concerning the Settlement of the Action,

and no representations, warranties, or inducements have been made by any party hereto

concerning this Stipulation and its exhibits and the Supplemental Agreement other than those

contained and memorialized in such documents.

93. This Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument.

94. This Stipulation shall be binding upon, and inure to the benefit of, the successors

and assigns of the parties to it.

95. The construction, interpretation, operation, effect and validity of this Stipulation,

and all documents necessary to effectuate it, shall be governed by the internal laws of the State of

Florida without regard to conflicts of laws, except to the extent that Federal law requires that

Federal law governs.


28

96. This Stipulation shall not be construed more strictly against one party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the parties, it being recognized that it is the result of arms’ length negotiations between

the parties and all parties have contributed substantially and materially to the preparation of this

Stipulation.

97. All counsel and any other person executing this Stipulation and any of the

exhibits hereto, or any related settlement documents, warrant and represent that they have the full

authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its terms.

98. Lead Counsel and Settling Defendants' Counsel agree to cooperate fully with one

another in seeking Court approval of the Order for Notice and Hearing, the Stipulation and the

Settlement, the Bar Order, and to promptly agree upon and execute all such other documentation

as may be reasonably required to obtain final approval by the Court of the Settlement.




CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on November 30, 2011, I filed the foregoing with the Court’s

CM/ECF System, which will send a notice of filing to all registered users.

/s/ Joseph E. White, III Joseph E. White, III


EXHIBIT A

Case 1:11-cv-20549-KMW Document 92-1 Entered on FLSD Docket 11/30/2011 Page 1 of 22

Questions? Call toll-free 1-800-231-1815, or visit www.searchmediasettlement.com

Page 1 of 15



Plaintiff, v. SEARCHMEDIA HOLDINGS LTD., et al.,

Defendants.


NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED PARTIAL SETTLEMENT AND MOTION FOR FAIRNESS HEARING,

ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES IF YOU: (i) PURCHASED OR OTHERWISE ACQUIRED IDEATION ACQUISITION CORP. OR SEARCHMEDIA HOLDINGS LIMITED SECURITIES BE TWEEN APRIL 1, 2009 AND AUGUST 20, 2010; OR (ii) HELD IDEATION ACQUISITION CORP. COMMON STOCK AS OF OCTOBER 2, 2009 AND WERE ELIGIBLE TO VOTE AT IDEATION’S OCTOBER 27, 2009 SPECIAL MEETING, YOU COULD GE T A PAYMENT FROM A CLASS ACTION SETTLEMENT.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

• If approved by the United States District Court for the Southern District of Florida (the “Court”), the Settlement will provide $2,750,000 (the “Cash Settlement Amount”) to pay claims to investors who held Ideation common stock on October 2, 2009 and were therefore eligible to vote at Ideation’s October 27, 2009 special meeting.

• This partial Settlement arises from a class action lawsuit entitled Sid Murdeshwar v. SearchMedia Holdings Ltd., et al., Case Number 11-cv-20549, involving Ideation Acquisition Corp., which merged and later changed its name to SearchMedia Holdings Limited (referred to in this Notice as either "Ideation" or "SearchMedia"). This partial Settlement resolves claims against the Settling Defendants (identified below), who were alleged to have issued false or misleading statements regarding the financial condition of, and the extent of the due diligence efforts in relation to Ideation’s acquisition of, SearchMedia International Limited (“SMIL”). The Class is represented in the Action by Court-appointed Lead Counsel, Saxena White P.A. and Glancy Binkow & Goldberg LLP (“Lead Counsel”).



Page 2 of 15

• Your legal rights are affected whether you act or do not act. Read this Notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

Submit a Claim Form by ________: The only way to get a payment.

Exclude Yourself by ________: Get no payment. This is the only option that allows you to ever be part of any other lawsuit against the Released Parties about the Settled Claims.

Object by __________: Write to the Court about why you do not like the Settlement.

Go to a Hearing on ____________: Ask to speak in Court about the Settlement.

Do Nothing Get no payment. Give up rights.

• These rights and options—and the deadlines to exercise them—are explained in this Notice.

• The Court still has to decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement and after any appeals are resolved. Please be patient.

SUMMARY NOTICE

Statement of Class Recovery

Pursuant to the Settlement described here and in the Stipulation and Agreement of Partial Settlement, a Cash Settlement Amount in the amount of $2,750,000 has been established, and will be deposited into the Settlement Fund. Lead Counsel estimate that there were approximately 9,184,445 shares of Ideation common stock which were eligible to vote on the merger and which therefore allegedly may have been damaged. Lead Counsel estimates that the average recovery under the Settlement is $0.30 per allegedly damaged Ideation share, before the deduction of Court-approved costs, expenses and attorneys’ fees. A Class Member’s actual recovery will be a proportion of the Net Settlement Fund determined by that Class Member’s Recognized Claim as compared to the total Recognized Claims of all Class Members who submit valid Proofs of Claim.

Statement of Potential Outcome of Case

Lead Counsel and Settling Defendants’ Counsel disagree on both liability and damages, and do not agree on the amount of damages that would be recoverable if the Class were to have prevailed on each claim alleged. The Settling Defendants deny that they are liable to the Class and deny that the Class has suffered any loss. While Lead Counsel believe that the Class has meritorious claims, they recognize that there are significant obstacles to be overcome before there could be any recovery against the Settling Defendants.

Statement of Attorneys’ Fees and Costs Sought



Page 3 of 15

Class Counsel are moving the Court to award them attorneys’ fees not to exceed 33⅓ percent of the Settlement Fund, and for expenses actually incurred in connection with the prosecution of the case. The requested attorneys’ fees would amount to an average of $0.10 per allegedly damaged Ideation share. Lead Counsel has expended considerable time and effort in the prosecution of this Action on a contingent fee basis, and have advanced all the expenses of the litigation in the expectation that if they were successful in obtaining a recovery for the Class they would be paid from such recovery. All Counsel Fees and Expenses must be approved by the Court. The fee requested is within the range of fees awarded to counsel under similar circumstances in litigation of this type.

Reasons for the Settlement

Lead Counsel believe that the proposed partial Settlement is an excellent recovery and is in the best interests of the Class. Because of the risks associated with continuing to litigate the claims against the Settling Defendants and proceeding to trial against the Settling Defendants, there was a danger that the Class would not have prevailed on any of its claims against the Settling Defendants, in which case the Class would have received nothing from the Settling Defendants. The amount of damages recoverable by the Class from the Settling Defendants was and is challenged by the Settling Defendants. Recoverable damages in this case are limited to losses caused by conduct actionable under applicable law and, had the case gone to trial, the Settling Defendants would have asserted that all or most of the Class Members’ losses were caused by others or by non-actionable market, industry or general economic factors.

For the Settling Defendants, who deny all allegations of wrongdoing or liability asserted against them, the principal reason for the Settlement is to eliminate the expense, risks, and uncertain outcome of the litigation.

Further Information

Further information regarding this case and Settlement may be obtained by contacting Lead Counsel: Joseph E. White, III, Saxena White P.A., 2424 N. Federal Highway, Suite 257, Boca Raton, Florida, 33431, telephone 1-800-361-4128 or Lionel Z. Glancy, Glancy Binkow & Goldberg LLP, 1801 Avenue of the Stars, Suite 311, Los Angeles, California, 90067, telephone 310-201-9150. Please do not contact the Court, the Settling Defendants, or Settling Defendants’ Counsel with questions about the Settlement.

WHAT THIS NOTICE CONTAINS SUMMARY NOTICE.................................................................................................................2

BASIC INFORMATION ............................................................................................................5

1. Why did I get this Notice package? ...................................................................................5

2. What is this lawsuit about? ................................................................................................5

3. Why is this a class action? .................................................................................................6



Page 4 of 15

4. Why is there a settlement? .................................................................................................6

WHO IS IN THE SETTLEMENT ...............................................................................................6

5. How do I know if I am part of the Settlement? ..................................................................6

6. Are there exceptions to being included? ............................................................................6

7. What if I am still not sure I am included? ..........................................................................7

THE SETTLEMENT BENEFITS: WHAT YOU GET ................................................................7

8. What does the Settlement Provide? ...................................................................................7

9. How much will my payment be? .......................................................................................7

HOW YOU GET A PAYMENT: SUBMITTING A PROOF OF CLAIM FORM .......................9

10. How can I get a payment? .................................................................................................9

11. When would I get my payment? ........................................................................................9

12. What am I giving up by staying in the Class and seeking a payment? ................................9

EXCLUDING YOURSELF FROM THE SETTLEMENT ........................................................ 10

13. How do I get out of the proposed Settlement? ................................................................. 10

14. If I do not exclude myself, can I sue the Released Parties for the same thing later? .......... 11

15. If I exclude myself, can I get money from the proposed Settlement? ............................... 11

THE LAWYERS REPRESENTING YOU ................................................................................ 11

16. Do I have a lawyer in this case? ...................................................................................... 11

17. How will the lawyers be paid?......................................................................................... 11

OBJECTING TO THE SETTLEMENT .................................................................................... 12

18. How do I tell the Court that I do not like the proposed Settlement? ................................. 12

19. What is the difference between objecting and excluding yourself? .................................. 13

THE COURT’S SETTLEMENT FAIRNESS HEARING ......................................................... 13

20. When and where will the Court decide whether to approve the proposed Settlement?...... 13

21. Do I have to come to the hearing? ................................................................................... 13

22. May I speak at the hearing? ............................................................................................. 14

IF YOU DO NOTHING ............................................................................................................ 14

23. What happens if I do nothing at all? ................................................................................ 14

GETTING MORE INFORMATION ......................................................................................... 14

24. Are there more details about the proposed Settlement? .................................................... 14



Page 5 of 15

25. How do I get more information?...................................................................................... 14

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES ....................... 15

BASIC INFORMATION

1. Why did I get this Notice package?

You or someone in your family may have purchased Ideation or SearchMedia securities during the Class Period or held Ideation common stock on October 2, 2009 and were therefore eligible to vote at Ideation’s October 27, 2009 special meeting.

The Court directed that this Notice be sent to possible Class Members because they have a right to know about the proposed partial Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.

This package explains the lawsuit, the Settlement, Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of this case is the United States District Court for the Southern District of Florida, Judge Kathleen M. Williams presiding, Case No. 11-cv-20549.

2. What is this lawsuit about?

Ideation was a special purpose acquisition company (“SPAC”) that was formed for the sole purpose of merging with another company. The Amended Complaint (“Complaint”) alleges that the Settling Defendants targeted SMIL, an operator of outdoor billboard and in-elevator advertising networks headquartered in China, as a target for acquisition. The Settling Defendants allegedly were negligent in their due diligence on SMIL and missed several “red flags” concerning SMIL’s accounting irregularities. As a result, the proxy documents issued by the Settling Defendants in anticipation of the merger allegedly contained materially false information regarding SMIL’s financial results and condition. The Complaint further alleges that persons who acquired Ideation and SearchMedia securities during the Class Period or who held Ideation common stock as of October 2, 2009 and who were entitled to vote on the merger at Ideation’s October 27, 2009 special meeting were damaged when they relied on allegedly-false statements in SearchMedia's press releases, public filings, and the proxy documents and were denied the opportunity to make an informed decision on the Ideation-SMIL merger.

The Complaint was filed after an investigation by Lead Counsel that included, among other things, review and analysis of documents filed by SearchMedia with the United States Securities and Exchange Commission (“SEC”), press releases, newspaper articles, and other public statements issued by or concerning SearchMedia and current or former officers of SearchMedia;



Page 6 of 15

and other publicly available information and data concerning SearchMedia and the merger with SMIL.

The lawsuit seeks money damages against the Settling Defendants and others for alleged violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j, 78n, 78(o). The Settling Defendants deny all allegations of misconduct by them, and deny having engaged in any wrongdoing whatsoever.

Only the Settling Defendants have agreed to a settlement of this case. The Settling Defendants are SearchMedia Holdings Limited, Robert Fried, Phillip Frost, Rao Uppaluri, Steven Rubin, Glenn Halpryn, Thomas Beier, David Moskowitz, and Shawn Gold. Claims for violations of the federal securities laws are still pending against the Non-Settling Defendants, who are SMIL, Garbo Lee, Qinying Liu, Earl Yen, Jennifer Huang, and Paul Conway. The Non-Settling Defendants are not parties to this Settlement and have not agreed to settle the case against them.

3. Why is this a class action?

In a class action, one or more people called class representatives sue on behalf of people who have similar claims. All of these people are a Class or Class Members. Bringing a case, such as this one, as a class action allows adjudication of many similar claims of persons and entities that might be economically too small to bring in individual cases. One court resolves the issues for all class members, except for those who exclude themselves from the class.

4. Why is there a settlement?

The Court did not decide in favor of the Class or of the Settling Defendants. Instead, both sides agreed to a Settlement. That way, they avoid the risks and costs of trial and appeals, and the people affected will get compensation.

WHO IS IN THE SETTLEMENT

To see if you will get money in the future from this Settlement, you first have to decide if you are a Class Member.

5. How do I know if I am part of the Settlement?

The Court ordered that everyone who fits this description is a Class Member: all persons or entities who: (i) purchased or otherwise acquired SearchMedia or Ideation securities between April 1, 2009 and August 20, 2010, inclusive; or (ii) held common stock of Ideation on October 2, 2009, and were eligible to vote at Ideation’s October 27, 2009, special meeting.

6. Are there exceptions to being included?



Page 7 of 15

Yes. Excluded from the Class are: all Defendants, the officers and directors of Ideation, SearchMedia and SMIL, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest, China Seed Ventures, L.P., Deutsche Bank AG, Le Yang, Sun Hing Associates LTD., and Vervain Equity Investments Limited. Also excluded from the Class are all persons and entities who submit a valid request for exclusion, as described in more detail below.

If one of your mutual funds owned SearchMedia or Ideation common stock, that alone does not make you a Class Member. You are a Class Member only if you individually (i) purchased or otherwise acquired SearchMedia or Ideation securities during the Class Period; or (ii) held Ideation common stock on October 2, 2009 and were eligible to vote at Ideation’s October 27, 2009 special meeting. Check your investment records or contact your broker to see if you purchased these securities or held this stock.

7. What if I am still not sure I am included?

If you are still not sure whether you are included, you can ask for free help. You can call toll-free 1-800-231-1815, or visit www.searchmediasettlement.com for more information. Or you can fill out and return the Proof of Claim described in Question 10 to see if you qualify.

THE SETTLEMENT BENEFITS: WHAT YOU GET

8. What does the Settlement Provide?

In exchange for the settlement and dismissal of the case and the release of all Settled Claims (defined below) against the Released Parties (defined below), the Settling Defendants have agreed to create a $2,750,000 fund to be divided, after the withdrawal of fees and expenses that are approved by the Court, among all Class Members who send in a valid Proof of Claim.

9. How much will my payment be?

If you are an eligible Class Member, your share of the fund will depend on a number of variables, including how many (i) SearchMedia or Ideation securities you purchased or otherwise acquired during the Class Period and when you sold them; or (ii) shares of Ideation common stock you held on October 2, 2009, and when you sold those shares (or if you held them).

You can calculate your claim in accordance with the formula shown below in the Plan of Allocation. It is unlikely that you will get a payment that covers all of your losses. After all Class Members have sent in their Proofs of Claim, the payment you get will be part of the Net Settlement Fund equal to your claim, divided by the total of everyone’s claim. See the Plan of Allocation for more information on your claim.

For Ideation common stock held on October 2, 2009, and eligible to vote at Ideation’s October 27, 2009, special meeting:



Page 8 of 15

A. For shares held at the end of trading on November 17, 2010, the Recognized Loss shall be that number of shares multiplied by the lesser of:

(1) $1.75 per share; or (2) the difference between the purchase price per share and $2.40.1

B. For shares sold between October 3, 2009 and August 19, 2010, the Recognized Loss shall

be that number of shares multiplied by the lesser of:

(1) $1.75 per share less the applicable sales date artificial inflation per share figure, as found in Table A; or

(2) the difference between the purchase price per share and the sales price. C. For shares sold between August 20, 2010 and November 17, 2010, the Recognized Loss

shall be the lesser of:

(1) $1.75 per share; or (2) the difference between the purchase price per share and the average closing price

of SearchMedia common stock between August 20, 2010 and the date of sale.2 Table A Artificial Inflation Sales Date Range Per Share

10/23/2009 – 12/22/2009 $1.75 12/23/2009 – 03/31/2010 $1.18

04/01/2010 – 08/19/2010 $0.77

Because the Court dismissed all claims against the Settling Defendants brought on behalf of all persons or entities who purchased or otherwise acquired SearchMedia securities between April 1,

1 Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, "in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated." $2.40 was the mean closing price of SearchMedia common stock during the 90-day period beginning on August 20, 2010 and ending on November 17, 2010. 2 Pursuant to Section 21(D)(e)(2) of the Private Securities Litigation Reform Act of 1995, "in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, if the plaintiff sells or repurchases the subject security prior to the expiration of the 90-day period described in paragraph (1), the plaintiff’s damages shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the security and the mean trading price of the security during the period beginning immediately after dissemination of information correcting the misstatement or omission and ending on the date on which the plaintiff sells or repurchases the security.”



Page 9 of 15

2009 and August 20, 2010, inclusive, those persons and entities will not receive a payment from the Settlement Fund.

HOW YOU GET A PAYMENT: SUBMITTING A PROOF OF CLAIM F ORM

10. How can I get a payment?

To qualify for payment, you must send in a Proof of Claim. A Proof of Claim is attached to this Notice. You may also get a Proof of Claim at www.searchmediasettlement.com, or by calling toll-free 1-800-231-1815. Read the instructions carefully, fill out the form, include all documents the form asks for, sign it, and mail it postmarked no later than ___________________.

11. When would I get my payment?

The Court will hold a hearing on ________________________, to decide whether to approve the Settlement. If the Court approves the Settlement, there may be subsequent appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all Proofs of Claim to be processed. Please be patient.

12. What am I giving up by staying in the Class and seeking a payment?

Unless you exclude yourself, you are staying in the Class, and that means that once the Settlement becomes effective you will release all Settled Claims (as defined below) against the Released Parties (as defined below). You will not in the future be able to bring a case asserting any Settled Claims against any of the Released Parties. If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you.

“Settled Claims” means any and all claims, debts, demands, rights, causes of action or liabilities, of every nature and description whatsoever, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, based in law or equity, or based on any foreign, federal, state, local, statutory or common law, or any other law, rule or regulation (including any claims for violations of Fed. R. Civ. P. 11), including both known claims and Unknown Claims that have been or could have been asserted in any forum by any Class Member, or the successors or assigns of any of them, whether directly, indirectly, derivatively, representatively or in any other capacity against any of the Released Parties, which arise out of, relate to, or are based upon, in any way, directly or indirectly, (a) the allegations, transactions, facts, events, matters, occurrences, acts, representations or omissions involved, set forth, or referred to, or that could have been asserted in the Action, or (b) the purchase, acquisition, sale, disposition or transfer of Ideation or SearchMedia securities by any Class Member, including without limitation all claims arising out of or relating to any disclosures, public filings, registration statements or other statement by any or all of the Released Parties. Settled Claims does not mean or include claims, if any, against the Released Parties arising under the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq., which are not common to all Class Members. Settled Claims



Page 10 of 15

does not include claims relating to the enforcement of the Settlement or the terms of this Stipulation. Settled Claims also does not include any claim against the Non-Settling Defendants.

“Settling Defendants” means SearchMedia, Robert Fried, Phillip Frost, Rao Uppaluri, Steven Rubin, Glenn Halpryn, Thomas Beier, David Moskowitz, and Shawn Gold.

"Non-Settling Defendants" means SMIL, Garbo Lee, Qinying Liu, Earl Yen, Jennifer Huang, and Paul Conway.

“Released Parties “and “Released Party” means the Settling Defendants and includes the Settling Defendants’ and Ideation’s directors, officers, employees, agents, consultants, attorneys, accountants, auditors, underwriters, partners, insurers, reinsurers, personal representatives, spouses, issues, heirs, executors, administrators, predecessors, successors, assigns, parent corporations, subsidiaries, divisions, and affiliates, or any other individual or entity in which the Settling Defendants or Ideation had or have a controlling interest. Released Parties does not include the Non-Settling Defendants.

“Unknown Claims” means any and all Settled Claims that any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, and any of Settled Defendants’ Claims that Settling Defendants do not know or suspect to exist in its favor, which if known by him, her, or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Settled Claims and Settled Defendants’ Claims, the Released Parties and each Class Member, acting through Lead Counsel, shall each, for themselves and all persons claiming by, through, or on behalf of them, be deemed to have waived, and by operation of the Order and Final Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, that is similar, comparable, or equivalent to Cal. Civ. Code § 1542 and Section 20-7-11 of the South Dakota Codified Laws, each of which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a payment from this Settlement, but you want to keep any right you may have to sue or continue to sue the Released Parties, on your own, about the Settled Claims, then you must take steps to get out. This is called excluding yourself from the Settlement, or is sometimes referred to as “opting out” of the Settlement. The Settling Defendants may withdraw from and terminate the Settlement if more than a certain number of claimants exclude themselves from the Settlement.

13. How do I get out of the proposed Settlement?

You cannot exclude yourself by telephone or by email. To exclude yourself from the Settlement, you must send a signed letter by mail stating that you “request exclusion from the Settlement in the Murdeshwar v. SearchMedia Holdings Litigation, Case No. 11-cv-20549.” Your letter



Page 11 of 15

should state the dates, prices, and amount of all purchases and sales of Ideation common stock and SearchMedia securities. Please be sure to include your name, address, telephone number and your signature. If the exclusion request is made by someone other than the Class Member directly, the person or entity submitting the exclusion request must provide documentation evidencing authority to submit the exclusion request on behalf of the Class Member. You must mail your exclusion request postmarked no later than ________________ to:

Murdeshwar v. SearchMedia Holdings Litigation Exclusions c/o GCG, Inc. P.O. Box 9349 Dublin, OH 43017-4249

If you ask to be excluded, you will not get any Settlement payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit. You may be able to sue (or continue to sue) the Released Parties in the future.

14. If I do not exclude myself, can I sue the Released Parties for the same thing later?

No. Unless you exclude yourself, you give up any right to sue any of the Released Parties for any and all Settled Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is ____________________.

15. If I exclude myself, can I get money from the proposed Settlement?

No. If you exclude yourself, you will not be able to send in a Proof of Claim to ask for any money. But you may sue, continue to sue, or be part of a different lawsuit against the Released Parties.

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

The Court appointed the law firms Saxena White P.A. and Glancy Binkow & Goldberg LLP to represent all Class Members. These law firms and their lawyers are called Lead Counsel. You will not be separately charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

17. How will the lawyers be paid?

Lead Counsel has not received any payment for their services in pursuing the claims against the Settling Defendants on behalf of the Class, nor have they been reimbursed for their litigation expenses. Lead Counsel will ask the Court to award attorneys’ fees from the Settlement Fund in



Page 12 of 15

an amount not to exceed 33⅓ percent of the Settlement Fund, and for reimbursement of their expenses incurred in prosecuting the case not to exceed $175,000. Lead Counsel’s motion for attorneys’ fees and reimbursement of litigation expenses will be posted on the website for this case, www.searchmediasettlement.com, promptly after being filed. The fee requested by Lead Counsel would compensate them for their efforts in achieving the Settlement for the benefit of the Class and for the risk in undertaking the Action on a contingency basis. A request of 33⅓ percent may be determined by the Court to be reasonable given: (a) the result achieved; (b) the novelty and difficulty of the claims; (c) the risk that the Class would not prevail; (d) the quality of counsels’ representation; and (e) the fees awarded in similar cases. The Court will determine the amount of the reward.

Lead Counsel, without further notice to the Class, may subsequently apply to the Court for fees and expenses incurred in connection with administering and distributing the Settlement proceeds to the members of the Class and any proceedings subsequent to the Fairness Hearing.

OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the Settlement or some part of it.

18. How do I tell the Court that I do not like the proposed Settlement?

If you are a Class Member, you can object to the Settlement or any of its terms, the Plan of Allocation and/or the application by Lead Counsel for an award of fees and expenses. You may give your reasons why you think the Court should not approve any or all of the Settlement terms. The Court will consider your views if you serve a proper objection within the deadline identified, and according to the following procedures.

To object, you must send a signed letter by mail stating that you object to the Settlement in the Murdeshwar v. SearchMedia Holdings Litigation, Case No. 11-cv-20549. You cannot object by telephone or email. Be sure to include your name, address, telephone number, your signature, and the reasons why you object to the Settlement. Also be sure to include the dates, prices, and amount of all purchases and sales of Ideation common stock and SearchMedia securities. Your objection must be sent to the Court, and served on all the following counsel, on or before ________________________:

Court Lead Counsel Settling Defendants’ Counsel

Clerk of Court U.S. District Court 400 North Miami Ave. Miami, FL 33128 Murdeshwar v. SearchMedia Holdings Litigation, Case No. 11-cv-20549

Joseph E. White, III SAXENA WHITE P.A. 2424 N. Federal Highway Suite 257 Boca Raton, FL 33431 Peter Binkow GLANCY BINKOW

Tracy A. Nichols HOLLAND & KNIGHT LLP 701 Brickell Avenue Suite 3000 Miami, FL 33131



Page 13 of 15

& GOLDBERG LLP 1925 Century Park East Suite 2100 Los Angeles, CA 900067

You do not need to go to the Fairness Hearing to have your written objection considered by the Court.

Unless otherwise ordered by the Court, any Class Member who does not object in the manner described in this Notice will be deemed to have waived any objection and will not be able to make any objection to the Settlement in the future.

19. What is the difference between objecting and excluding yourself?

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be a part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

THE COURT’S SETTLEMENT FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak, but you do not have to.

20. When and where will the Court decide whether to approve the proposed Settlement?

The Court will hold a Fairness Hearing at _____________, on ___________________, at the United States District Court, 400 North Miami Ave., Miami, Florida 33128. At the Fairness Hearing, the Court will decide whether the Settlement is fair, reasonable and adequate. The Court will also consider the Plan of Allocation and the application for attorneys’ fees and reimbursement of expenses. If there are any objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long these decisions will take.

You should be aware that the Court may change the date and time of the hearing. Thus, if you want to come to the hearing, you should check with the Court before coming to be sure that the date and/or time has not changed.

21. Do I have to come to the hearing?

No. Lead Counsel will answer any questions that the Court may have. But you are welcome to come at your own expense. If you send an objection, you do not have to come to the Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but your lawyer’s attendance is not necessary. Class Members do not need to appear at the hearing to indicate their approval of the Settlement.



Page 14 of 15

22. May I speak at the hearing?

If you object to the Settlement, you may ask the Court for permission to speak at the Fairness Hearing. To do so, you must include with your objection (see question 18 above) a statement saying that you intend to appear. You cannot speak at the hearing if you excluded yourself from the Class, or if you have not provided written notice of your intention to speak by the deadline identified, and in accordance with the procedures described in Questions 18 and 20.

IF YOU DO NOTHING

23. What happens if I do nothing at all?

If you do nothing, you will get no money from this Settlement and you will be precluded from filing or continuing a lawsuit against any of the Released Parties about any of the Settled Claims, as described in Question 12. To receive a payment, you must submit a Proof of Claim in accordance with the procedures in Question 10.

GETTING MORE INFORMATION

24. Are there more details about the proposed Settlement?

The easiest way to get more details is by visiting www.searchmediasettlement.com, where you can view the Stipulation and Agreement of Partial Settlement filed with the Court and other relevant documents. You can also get a copy of the Stipulation and Agreement of Partial Settlement by contacting the Claims Administrator at SearchMedia Holdings, Ltd. Settlement, c/o GCG, Inc., P.O. Box 9349, Dublin, OH 43017-4249.

25. How do I get more information?

For even more detailed information concerning the matters involved in this case, reference is made to the pleadings, the Stipulation and Agreement of Partial Settlement, the Orders entered by the Court and the other papers filed in the case, which may be inspected during regular business hours at the Office of the Clerk of the Court, U.S. District Court, 400 North Miami Ave., Miami, Florida 33128. PLEASE DO NOT CONTACT THE COURT, THE SETTLING PARTIES OR SETTLING DEFENDANTS’ COUNSEL REGARDING THIS NOTICE OR FOR MORE INFORMATION.

You can also call the Claims Administrator toll-free at 1-800-231-1815; write to SearchMedia Holdings, Ltd. Settlement, c/o GCG, Inc., P.O. Box 9349, Dublin, OH 43017-4249; or visit www.searchmediasettlement.com.



Page 15 of 15

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMI NEES

If you purchased or acquired SearchMedia securities during the Class Period or held Ideation common stock on October 2, 2009, for the beneficial interest of a person or organization other than yourself, the Court has directed that, WITHIN 7 DAYS OF YOUR RECEIPT OF THIS NOTICE, you either (a) provide to the Claims Administrator the name and last known address of each person or organization for whom or which you transacted in such securities during such time period or (b) request additional copies of the Notice, which will be provided to you free of charge, and within 7 days mail the Notice directly to the beneficial owners of the securities referred to herein. If you choose to follow alternative procedure (b), the Court has directed that, upon such mailing, you send a statement to the Claims Administrator confirming that the mailing was made as directed. You will be entitled to reimbursement from the Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid upon request and submission of appropriate supporting documentation at the appropriate time. All communications concerning the foregoing should be addressed to the Claims Administrator:

SearchMedia Holdings, Ltd. Settlement c/o GCG, Inc. P.O. Box 9349 Dublin, OH 43017-4249

Dated: Miami, Florida

, 2011

By Order of the Court CLERK OF THE COURT


SearchMedia Holdings, Ltd. Settlementc/o GCG, Inc.PO Box 9349

Dublin, OH 43017-42491-800-231-1815

SML*P-SML$F-POC/1*

Claim Number: Control Number:

Must be PostmarkedNo Later Than

__________, 2012

PROOF OF CLAIM FORMYOU MUST COMPLETE THIS PROOF OF CLAIM FORM

AND IT MUST BE POSTMARKED NO LATER THAN ____________, 2012

TABLE OF CONTENTSPART I - CLAIMANT IDENTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2PART II - SCHEDULE OF TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3PART III - RELEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4PART IV - CERTIFICATION & SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

PAGE #

QUESTIONS? PLEASE CALL 1-800-231-1815 OR VISIT WWW.SEARCHMEDIASETTLEMENT.COM


*P-SML$F-POC/2*2

PART I - CLAIMANT IDENTIFICATION

Claimant or Representative Contact Information:The Claims Administrator will use this information for all communications relevant to this Claim (including the check, if eligiblefor payment). If this information changes, you MUST notify the Claims Administrator in writing at the address above.

Name of the Person you would like the Claims Administrator to Contact Regarding This Claim (if different from theClaimant Name(s) listed above):

Claimant Name(s) (as you would like the name(s) to appear on the check, if eligible for payment):

Street Address:

City:

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request to, or may berequested to, submit information regarding their transactions in electronic files. To obtain the mandatory electronic filing requirements and file layout, you may visit the website at www.searchmediasettlement.com or you may e-mail the ClaimsAdministrator at [email protected]. Any file not in accordance with the required electronic filing format will be subject to rejection. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues an emailafter processing your file with your claim numbers and respective account information. Do not assume that your file has beenreceived or processed until you receive this email. If you do not receive such an email within 10 days of your submission, youshould contact the electronic filing department at [email protected] to inquire about your file and confirm it was received and acceptable.NOTE: Separate Proofs of Claim should be submitted for each separate legal entity (e.g., a claim from Joint Owners should notinclude separate transactions of just one of the Joint Owners, an Individual should not combine his or her IRA transactions with transactions made solely in the Individual’s name). Conversely, a single Proof of Claim should be submitted onbehalf of one legal entity including all transactions made by that entity no matter how many separate accounts that entity has(e.g., a Corporation with multiple brokerage accounts should include all transactions in Ideation/SearchMedia Securities) duringthe Class Period on one Proof of Claim, no matter how many accounts the transactions were made in.

Last 4 digits of Claimant Social Security Number/Taxpayer ID Number:

State and Zip Code:

Country (Other than U.S.):

Email Address:

Daytime Telephone Number: ( ) - Evening Telephone Number: ( ) -

(Email address is not required, but if you provide it you authorize the Claims Administrator to use it in providing you with information relevant to this claim.)

Account Number: (not required)


Number ofShares Sold

Sale Price Per Share

Trade Date(s) of Sale (List Chronologically)

Month/Day/YearTotal Amount Received for Shares

(net of taxes, commissionand other expenses)

/ /

/ /

/ /

/ /

*P-SML$F-POC/3*3

Trade Date(s) of Purchase (List Chronologically)

Month/Day/Year

Total Amount Paid for Shares(including taxes, commission

and other expenses)

/ /

/ /

/ /

/ /

$

$

$

$

.

.

.

.

PART II - SCHEDULE OF TRANSACTIONS IN IDEATION/SEARCHMEDIA

A. PURCHASES: List purchases of Ideation Common Stock on or before November 26, 2007 and October 2, 2009, inclusive (Must be documented).

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS YOU MUSTPHOTOCOPY THIS PAGE AND CHECK THIS BOX �

IF YOU DO NOT CHECK THIS BOX THESE ADDITIONAL PAGES WILL NOT BE REVIEWED

C. SALES: List sales of Ideation Common Stock/SearchMedia Securities between November 26, 2007, and November 17, 2010, inclusive. Please list in chronological order (Must be documented):

D. UNSOLD HOLDINGS: Number of SearchMedia Securities held as of the end of tradingon November 17, 2010 (Must be documented):

B. PURCHASES: Number of Ideation Common Stock/SearchMedia Securities purchasedbetween October 3, 2009 and November 17, 2010, inclusive (If none, write “zero” or “0”)

Number ofShares Purchased

Purchase Price Per Share

$

$.

.$

$.

.

$

$.

.$

$.

.

$

$

$

$

.

.

.

.


PART III - RELEASE*P-SML$F-POC/4*

I (we) understand and acknowledge that, without further action by anyone, on and after the Effective Date, I (we) on behalfof myself (ourselves) and each of my (our) heirs, executors, administrators, successors, and assigns shall be deemed tohave released and forever discharged each and every Settled Claim as against each and every one of the ReleasedParties, and shall forever be barred and enjoined from commencing, instituting or maintaining any of the Settled Claimsagainst any of the Released Parties. “Effective Date” means the first day after the Court enters the Order and Final Judgment and either (i) the expiration of anytime for review or appeal of the Order and Final Judgment, or (ii) if any appeal is filed and not dismissed, the Order andFinal Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or review bywrit of certiorari. Any award of Counsel Fees and Expenses and/or the approval of any Plan of Allocation shall not be considered a material provision of the Order and Final Judgment, and any appeal of Counsel Fees and Expenses or Planof Allocation shall not delay the Effective Date, and any modification as a result of such appeal shall not be considered amodification of a material term. “Settled Claims” means any and all claims, debts, demands, rights, causes of action or liabilities, of every nature anddescription whatsoever, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, based in law or equity, or based on any foreign, federal, state, local, statutory or common law, or any other law, rule or regulation (including any claims for violations of Fed. R. Civ. P. 11), including both known claims and Unknown Claims that have beenor could have been asserted in any forum by any Class Member, or the successors or assigns of any of them, whetherdirectly, indirectly, derivatively, representatively or in any other capacity against any of the Released Parties, which ariseout of, relate to, or are based upon, in any way, directly or indirectly, (a) the allegations, transactions, facts, events, matters, occurrences, acts, representations or omissions involved, set forth, or referred to, or that could have been asserted in the Action, or (b) the purchase, acquisition, sale, disposition or transfer of Ideation or SearchMedia securitiesby any Class Member, including without limitation all claims arising out of or relating to any disclosures, public filings, registration statements or other statement by any or all of the Released Parties. Settled Claims does not mean or includeclaims, if any, against the Released Parties arising under the Employee Retirement Income Security Act of 1974, 29 U.S.C.§ 1001, et seq., which are not common to all Class Members. Settled Claims does not include claims relating to theenforcement of the Settlement or the terms of this Stipulation. Settled Claims also does not include any claim against theNon-Settling Defendants.“Settling Defendants” means SearchMedia Holdings Limited, Robert Fried, Phillip Frost, Rao Uppaluri, Steven Rubin,Glenn Halpryn, Thomas Beier, David Moskowitz, and Shawn Gold. "Non-Settling Defendants" means SearchMedia International Limited (“SMIL”), Garbo Lee, Qinying Liu, Earl Yen, JenniferHuang, and Paul Conway.“Released Parties “and “Released Party” means the Settling Defendants and includes the Settling Defendants’ andIdeation’s directors, officers, employees, agents, consultants, attorneys, accountants, auditors, underwriters, partners,insurers, reinsurers, personal representatives, spouses, issues, heirs, executors, administrators, predecessors, successors, assigns, parent corporations, subsidiaries, divisions, and affiliates, or any other individual or entity in which theSettling Defendants or Ideation had or have a controlling interest. Released Parties does not include the Non-SettlingDefendants. “Unknown Claims” means any and all Settled Claims that any Class Member does not know or suspect to exist in his, heror its favor at the time of the release of the Released Parties, and any of Settled Defendants’ Claims that SettlingDefendants do not know or suspect to exist in its favor, which if known by him, her, or it might have affected his, her or itsdecision(s) with respect to the Settlement. With respect to any and all Settled Claims and Settled Defendants’ Claims, theReleased Parties and each Class Member, acting through Lead Counsel, shall each, for themselves and all persons claiming by, through, or on behalf of them, be deemed to have waived, and by operation of the Order and Final Judgmentshall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of theUnited States, or principle of common law, that is similar, comparable, or equivalent to Cal. Civ. Code § 1542 and Section20-7-11 of the South Dakota Codified Laws, each of which provides that a general release does not extend to claims whichthe creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him musthave materially affected his settlement with the debtor.Each Class Member’s and the Released Parties’ successors and assigns and any persons or entities claiming through oron behalf of them shall, by operation of law, be deemed to have acknowledged, that the inclusion of “Unknown Claims” inthe definition of Settled Claims and Settled Defendant’s Claims was separately bargained for and was a material elementof the Settlement and Stipulation.

4Case 1:11-cv-20549-KMW Document 92-1 Entered on FLSD Docket 11/30/2011 Page 20 of 22

The undersigned represents and certifies UNDER PENALTY OF PERJURY that:1. I am (we are) not a any entity in which Ideation, SearchMedia and SMIL had a controlling interest during the Class

Period; all Defendants, the officers and directors of Ideation, SearchMedia and SMIL, members of their immediatefamilies and their legal representatives, heirs, successors or assigns and any entity in which Defendants have orhad a controlling interest, China Seed Ventures, L.P., Deutsche Bank AG, Le Yang, Sun Hing Associates LTD., andVervain Equity Investments Limited or assign of any of the excluded persons or entities who assert any interest inIdeation, SearchMedia and SMIL through or on behalf of any of the excluded persons or entities.

2. If signing this Proof of Claim Form on behalf of a corporation, partnership or other business entity, I have the legal authority to act on its behalf and execute this Proof of Claim Form.

3. I agree to submit to the jurisdiction of the United States District Court for the Southern District of Florida for all purposes relating to this claim filing.

I (We) declare under penalty of perjury under the laws of the United States of America that all of the foregoing informationsupplied on this Proof of Claim Form by the undersigned is true and correct.

Executed this ______ day of __________________ in ____________________________________________________.(Month/Year) (City) (State/Country)

______________________________________ ______________________________________(Sign your name here) (Joint owner sign your name here)

______________________________________ ______________________________________(Type or print your name here) (Joint owner type or print your name here)

______________________________________(Capacity of persons signing, e.g., Beneficial Purchaser, Executor, President, Custodian, etc.)

*P-SML$F-POC/5*5

PART IV - CERTIFICATION & SIGNATURE


REMINDER CHECKLIST1. Please sign the Certification & Signature section of the Proof of Claim form.2. If this claim is made on behalf of joint claimants, then both must sign.3. For an overview of what constitutes adequate supporting documentation, please visit

WWW.SEARCHMEDIASETTLEMENT.COM

4. DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS.5. Keep a copy of your Proof of Claim form and all documentation submitted for

your records.6. The Claims Administrator will acknowledge receipt of your Proof of Claim form by mail,

within 60 days. Your claim is not deemed filed until you receive an acknowledgment postcard. If you do not receive an acknowledgment postcard within 60 days, please call the Claims Administrator toll free at (800) 231-1815.

7. If you move, please send your new address to:SearchMedia Holdings, Ltd. Settelment

c/o GCG, Inc.PO Box 9349

Dublin, OH 43017-42498. Do not use highlighter on the Proof of Claim form or supporting documentation.

*P-SML$F-POC/6*6Case 1:11-cv-20549-KMW Document 92-1 Entered on FLSD Docket 11/30/2011 Page 22 of 22

EXHIBIT B


Court-Ordered Legal Notice [Postage Prepaid] GCG, Inc. P.O. Box 9349 Dublin, OH 43017-4249

Important Notice about a Securities Class Action Settlement.

You may be entitled to a CASH payment. This Notice may affect your legal rights. Please read it carefully.

Name Address City State ZIP

Murdeshwar v. SearchMedia Holdings Ltd., et al., Case No. 11-cv-20549 (S.D. Fla.)

THIS CARD PROVIDES ONLY LIMITED INFORMATION ABOUT THE SETTLEMENT.

PLEASE VISIT www.searchmediasettlement.com FOR MORE INFORMATION.

There has been a proposed partial Settlement of claims against SearchMedia Holdings Limited (formerly known as Ideation Acquisition Corp.) and certain current and former directors of SearchMedia ("Settling Defendants"). The Settlement would partially resolve a lawsuit in which the Plaintiffs allege that the Settling Defendants misled investors by issuing false press reports and public filings and seeks money damages for violations of the federal securities laws. The Settling Defendants deny any wrongdoing. You received this Notice because you or someone in your family may have acquired Ideation or SearchMedia securities between April 1, 2009 and August 20, 2010 or held Ideation common stock on October 2, 2009 and were therefore eligible to vote at Ideation’s October 27, 2009 special meeting. The Settlement provides that, in exchange for the settlement and dismissal of the Settling Defendants, a $2,750,000 fund is to be divided among all Class Members who submit a valid Proof of Claim, in exchange fro the settlement of this case and the release by Class Members of these and other related claims. The Stipulation of Settlement, available at www.searchmediasettlement.com, describes all of the details about the proposed Settlement. Your share of the fund will depend on the number of valid Proofs of Claim that Class Members submit, the number of your securities transactions, and when they occurred. Generally, the more common stock you held, the more money you will receive. If every eligible Class Member sends in a valid Proof of Claim, the average claim will be $0.30 per share before expenses and other Court-ordered deductions. The number of claimants who send in claims varies widely from case to case. If less than 100% of the Class Members send in a Proof of Claim, you could get more money. This is further explained in the detailed Notice found on the website. To qualify for payment, you must submit a Proof of Claim. A copy of the Proof of Claim can be found on the website. PROOFS OF CLAIMS ARE DUE BY __________________________. If you do not want to be legally bound by the Settlement, you must exclude yourself by ______________, or you will not be able to sue the Settling


Defendants about the legal claims in this case. If you exclude yourself, you cannot get money from this Settlement. If you stay in the Settlement, you may object to it by _________________. The detailed Notice explains how to exclude yourself or object. The Court will hold a hearing in this case on ______________________ to consider whether to approve the Settlement and a request by the lawyers representing all Class Members for up to 33⅓ percent in attorneys’ fees, plus actual expenses, for litigating the case and negotiating the Settlement. You may attend the hearing and ask to be heard by the Court, but you don’t have to. For more information, call toll-free 1-800-231-1815, or visit the website.


EXHIBIT C


LEGAL NOTICE

IF YOU HELD IDEATION COMMON STOCK AS OF OCTOBER 2, 2009 AND WERE ELIGIBLE TO VOTE AT IDEATION’S OCTOBER 27, 2009 SPECIAL M EETING, YOU

COULD GET A PAYMENT FROM A CLASS ACTION SETTLEMENT.

A partial Settlement has been proposed in Murdeshwar v. SearchMedia Holdings Ltd., et al., Case No. 11-cv-20549, a class action lawsuit about the price of SearchMedia Holdings Limited (formerly known as Ideation Acquisition Corp.) securities currently pending in the United States District Court for the Southern District of Florida (the “Court”). The Settlement will result in $2.75 million to pay claims to Ideation investors who held Ideation’s common stock on October 2, 2009 and were eligible to vote at Ideation’s October 27, 2009 special meeting. If you qualify, you may send in a Proof of Claim, or you can exclude yourself from the Settlement, or object to it. The Court authorized this Notice. The Court will hold a hearing before deciding whether to approve the Settlement.

Who’s Included? You are a Class Member and could get benefits if you: (i) purchased or otherwise acquired Ideation/SearchMedia securities during the Class Period; or (ii) held Ideation’s common stock on October 2, 2009 and were eligible to vote at Ideation’s October 27, 2009 special meeting. You are a Class Member only if you purchased or held these securities individually, not simply through a mutual fund. Contact your broker to see if you had transactions in these securities. If you are not sure if you are included, you can get more information, including a more detailed Notice, at www.searchmediasettlement.com, or by calling toll-free 1-800-231-1815.

What’s this About?

The lawsuit alleges that the Settling Defendants misled investors by issuing false or misleading statements about the financial condition of SearchMedia International Limited ("SMIL") and their due diligence efforts on SMIL, which Ideation acquired, and seeks money damages for violations of the federal securities laws. The Settling Defendants have denied and continue to deny all allegations of wrongdoing or liability whatsoever. The two sides also disagree on how much money could have been obtained if the investors had won at trial on the claims against the Settling Defendants. The Court did not decide which side is right. But both sides agreed to the Settlement to resolve the case.

What does the Settlement Provide? In exchange for the settlement and dismissal of the case and the release of all Settled Claims against the Released Parties, the Settling Defendants have agreed to create a $2,750,000 fund to be divided among all Class Members who submit a valid Proof of Claim. The Stipulation and Agreement of Partial Settlement, available at the website below, describes all of the details about the proposed Settlement. Your share of the fund will depend on the number of valid Proofs of Claim that Class Members submit, the number of your securities transactions, and when they occurred. Generally, the more Ideation common stock you held as of October 2, 2009,


and continued to hold, the more money you will receive. If every eligible Class Member sends in a valid Proof of Claim, the average claim will be $0.30 per share before expenses and other Court-ordered deductions, as described in the detailed Notice. The number of claimants who send in claims varies widely from case to case. If less than 100% of the Class Members send in a Proof of Claim, you could get more money.

How do you Ask for a Payment? A detailed Notice and Proof of Claim package contains everything you need. Just call or visit the website below to get one. To qualify for a payment, you must send in a Proof of Claim. PROOFS OF CLAIM ARE DUE BY __________________________.

What are your Other Options?

If you do not want to be legally bound by the Settlement, you must exclude yourself by ______________, or you will not be able to sue (or continue to sue) the Settling Defendants about the legal claims in this case. If you exclude yourself, you cannot get money from this Settlement. If you stay in the Settlement, you may object to it by _________________. The detailed Notice explains how to exclude yourself or object. The Court will hold a hearing in this case on ______________________ to consider whether to approve the Settlement and a request by the lawyers representing all Class Members for up to 33⅓ percent in attorneys’ fees, plus actual expenses, for litigating the case and negotiating the Settlement. You may attend the hearing and ask to be heard by the Court, but you don’t have to. For more information, call toll-free 1-800-231-1815, visit www.searchmediasettlement.com, or write to SearchMedia Holdings, Ltd. Settlement, c/o GCG, Inc., P.O. Box 9349, Dublin, OH 43017-4249.

1-800-231-1815 www.searchmediasettlement.com


EXHIBIT D


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Defendants.


ORDER PRELIMINARILY APPROVING PARTIAL SETTLEMENT

AND PROVIDING FOR NOTICE OF PARTIAL SETTLEMENT

The Parties having made an application pursuant to Rule 23(e) of the Federal Rules of

Civil Procedure for an Order preliminarily approving the Partial Settlement of this Action, and

the fairness of the terms and conditions of the Stipulation and Agreement of Partial Settlement

(the “Stipulation”), dated November 30, 2011; and

The Court, having read and considered the Stipulation, and the exhibits attached to it,

with all capitalized terms contained in this Order having the same definitions as set forth in the

Stipulation, and any inconsistencies between the Stipulation and this Order being controlled by

the language of the Stipulation:

IT IS HEREBY ORDERED:

1. Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure, and

for the purposes of the Settlement only and as to the Settling Defendants only, the Court hereby

provisionally certifies a Class consisting of all persons or entities who: (i) purchased or otherwise

acquired SearchMedia securities between April 1, 2009 and August 20, 2010, inclusive; or (ii)

held common stock of Ideation on October 2, 2009, and were eligible to vote at Ideation’s


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October 27, 2009, special meeting. Excluded from the Class are Defendants, the officers and

directors of Ideation, SearchMedia and SearchMedia International Limited, members of their

immediate families and their legal representatives, heirs, successors or assigns and any entity in

which Defendants have or had a controlling interest, China Seed Ventures, L.P., Deutsche Bank

AG, Le Yang, Sun Hing Associates LTD., and Vervain Equity Investments Limited. Also

excluded from the Class are all persons and entities who submit a valid request for exclusion.

2. The Court finds, for the purposes of the Settlement only and as to the Settling

Defendants only, that the prerequisites for a class action under Rules 23(a) and (b)(3) of the

Federal Rules of Civil Procedure have been satisfied in that: (a) the number of Class Members is

so numerous that joinder of all members is impracticable; (b) there are questions of law and fact

common to the Class; (c) the Class Representative's claims against the Settling Defendants are

typical of the claims of the Class he seeks to represent; (d) the Class Representative will fairly

and adequately represent the interests of the Class with respect to the claims asserted against the

Settling Defendants; (e) the questions of law and fact common to the members of the Class

predominate over any questions affecting only individual members of the Class; and (f) a class

action is superior to other available methods for the fair and efficient adjudication of the claims

asserted against the Settling Defendants. These findings do not apply to the claims asserted

against the Non-Settling Defendants and raise no presumption against the Non-Settling

Defendants.

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes

of the Settlement only, Plaintiff Hymie Akst is certified as a Class Representative.

4. The Court preliminarily approves (1) the partial Settlement and (2) the proposed

Plan of Allocation described in the Notice as being fair, adequate and reasonable, subject to the


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right of any Class Member to challenge the fairness, reasonableness, or adequacy of the

Settlement or the Plan of Allocation, or the fairness and adequacy of the representation by Lead

Counsel, and to show cause, if any exists, why a final judgment dismissing the claims asserted

against the Settling Defendants in the Class Action based on the Stipulation should not be

ordered after due and adequate notice to the Class has been given in conformity with this Order.

5. A hearing in this Action (the “Fairness Hearing”) will be held on

__________________________________________________________________, at

_______________ ___.m., in Courtroom 11-3, United States District Court, 400 North Miami

Avenue, Miami, Florida 33128. The purpose of the Fairness Hearing is to determine:

a. whether the claims asserted against the Settling Defendants in this Action

satisfy the applicable prerequisites for class action treatment under Rules 23(a) and (b)(3)

of the Federal Rules of Civil Procedure;

b. whether the terms of the Settlement described in the Stipulation are fair,

reasonable and adequate, and should be approved by the Court;

c. whether the proposed Plan of Allocation is fair and reasonable, and should

be approved by the Court;

d. whether the proposed Order and Final Judgment should be entered and the

Action should be dismissed as to the Settling Defendants, on the merits and with

prejudice;

e. whether the application for Counsel Fees and Expenses should be

approved; and

f. other such matters as the Court may deem appropriate.


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6. The Court may approve the Settlement, with such modifications as may be agreed

to on the one hand by Lead Counsel, on behalf of the Class, and on the other hand by Settling

Defendants, if appropriate, without further notice to the Class. The Order and Final Judgment

approving the Settlement and dismissing the Action as to the Settling Defendants on the merits

and with prejudice will be considered without regard to any Plan of Allocation or Counsel Fees

and Expenses.

7. Not later than 14 days after the Court’s entry of this Order (the “Notice Date”),

Lead Counsel shall cause the Postcard Notice, substantially in the form attached to the

Stipulation as Exhibit E, to be mailed by first class mail, postage prepaid, to all Class Members

whose identity and address can reasonably be determined or that has been determined from the

records of SearchMedia, its agents or other entities. Prior to the Notice Date, Lead Counsel will

also cause a Summary Notice, substantially in the form attached to the Stipulation as Exhibit B,

to be published once in Investor’s Business Daily. Prior to the Notice Date, Lead Counsel shall

also cause a copy of the long form Notice, attached to the Stipulation as Exhibit A, to be posted

on the Settlement website, at www.searchmediasettlement.com.

8. The Court approves Lead Counsel’s choice of Garden City Group, Inc. as Claims

Administrator to mail the Postcard Notice to the Class, publish the Summary Notice, identify and

locate Class Members, and administer claims. At or before the Fairness Hearing, Lead Counsel

shall file proof of such mailings and publication. The expenses of such notices and publication

shall be paid in accordance with the Stipulation.

9. The Court approves the form and content of the: (a) Postcard Notice (b) Summary

Notice (c) long form Notice and (d) Proof of Claim, and finds that the mailing, distribution, and

publication of such notices substantially in the manner and form set forth in Paragraph 7 of this


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Order meets the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process

and other applicable law in the United States, and is the best notice practicable under the

circumstances and will constitute due and sufficient notice to all persons entitled to receive

notice.

10. Nominees who purchased SearchMedia securities or held Ideation common stock

on behalf of another person or entity (beneficial owner), shall send the Postcard Notice to such

persons or entities within 7 days after receipt, or send a list of names and addresses of such

persons or entities to the Claims Administrator within 7 days of receipt, in which event the

Claims Administrator shall promptly mail the Postcard Notice to such persons or entities. Lead

Counsel or its designee shall furnish, upon the request of any nominee, copies of the Postcard

Notice for mailing to beneficial owners of SearchMedia securities or Ideation common stock. In

those cases where a nominee elects to provide a list of names and addresses of persons for whom

that nominee transacted in SearchMedia securities or Ideation common stock, Lead Counsel or

its designee shall, upon receipt of the list, cause to be mailed a copy of the Postcard Notice to

each person on it. Lead Counsel shall offer to reimburse banks, brokerage houses, or other

nominees for their reasonable out-of-pocket expenses incurred in providing notice to beneficial

owners who are Class Members, which expenses would not have been incurred but for the

sending of such notice, subject to further order of the Court with respect to any dispute

concerning such compensation, and may be reimbursed pursuant to the Stipulation, subject to

review by the Court.

11. A Class Member who files a valid request for exclusion no later than 21 days

prior to the Fairness Hearing will be excluded from the Class by the Court and will be free to

pursue on his own behalf and at his own expense any rights he may have, but will not participate


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in the Settlement. Any Class Member who has not properly filed a request for exclusion will be

included in the Class and upon any approval of the Settlement will be bound by such Settlement

and any final judgment rendered in connection with it.

12. Any Class Member who has not requested exclusion from the Class may appear

personally, or by counsel of his own choice and at his own expense, at the Fairness Hearing to

show cause why: (a) the Settlement should or should not be approved as fair, reasonable, and

adequate; (b) a final judgment should or should not be entered as to the Settling Defendants; or

(c) Lead Counsel should or should not be awarded Counsel Fees and Expenses as requested.

Class Members desiring to be heard to contest the approval of any of these matters that may be

considered by the Court at the Fairness Hearing shall, no later than 21 days prior to the Fairness

Hearing, serve by first-class mail proof of membership in the Class and written objections and

copies of any supporting papers and briefs upon Lead Counsel, Settling Defendants’ Counsel,

and the Clerk of Court:

Court Lead Counsel Settling Defendants’ Counsel

Clerk of Court U.S. District Court 400 North Miami Ave. Miami, FL 33128 Murdeshwar v. SearchMedia Holdings Litigation, Case No. 11-cv-20549

Joseph E. White, III SAXENA WHITE P.A. 2424 N. Federal Highway Suite 257 Boca Raton, FL 33431 Lionel Z. Glancy GLANCY BINKOW & GOLDBERG LLP 1925 Century Park East Suite 2100 Los Angeles, CA 90067

Tracy A. Nichols HOLLAND & KNIGHT LLP 701 Brickell Avenue Suite 3000 Miami, FL 33131

13. Any Class Member who does not object to the Settlement in the manner provided

in this Order will be deemed to have waived such objection and will forever be foreclosed from

making any objection to the Settlement or Stipulation or any portions thereof.


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14. To be entitled to a distribution from the Settlement Fund (as provided in the

Stipulation), a Class Member who has not requested exclusion must submit a Proof of Claim in

the manner set forth in Paragraph 15 below. Any Class Member who does not submit a Proof of

Claim in the manner set forth in Paragraph 15 will not be entitled to share in the Settlement

Fund, but nonetheless will be barred from asserting any Settled Claims against any of the

Released Parties.

15. Proofs of Claim will be submitted in accordance with the following procedures

and conditions:

a. A Proof of Claim must be submitted no later than 60 days after the

Fairness Hearing, unless such date is extended for cause shown. Any Class Member

claiming to be an Authorized Claimant shall be required to submit to the Claims

Administrator a completed Proof of Claim, signed under penalty of perjury and supported

by such documents as specified in the Proof of Claim and as are reasonably available to

the Authorized Claimant. Any Class Member who fails to timely submit the required

Proof of Claim will be precluded from receiving payment pursuant to the Stipulation, but

will in all other respects be subject to the provisions of the Stipulation including the

release provisions contained in it. A Proof of Claim will be submitted for purposes of the

Settlement when postmarked or submitted online to the Claims Administrator. If a Proof

of Claim contains incomplete or inadequate documentation, Class Counsel may provide

the Class Member an opportunity to substantiate such claim by providing further docu-

mentation or information.


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b. By filing a Proof of Claim, each Class Member agrees to submit to the

jurisdiction of the Court for purposes of necessary discovery and the review of such claim

pursuant to the terms of the Stipulation.

c. If the person executing the Proof of Claim is acting in a representative

capacity, a certification of his or her authority to act on behalf of the Class Member must

be included with the Proof of Claim.

16. Lead Counsel and the Claims Administrator will be responsible for processing all

Proofs of Claim and administering the Settlement, subject to review by the Court.

17. The Released Parties shall not have any responsibility for any Plan of Allocation

or any application for Counsel Fees and Expenses.

18. Pending the final determination of the fairness, reasonableness, and adequacy of

the Settlement, no Class Member may prosecute any Settled Claim against any of the Released

Parties, and the Released Parties may not prosecute any of Settled Defendants’ Claims.

19. Lead Counsel is authorized to act on behalf of the Class Members in all respects

pursuant to the Stipulation or such other acts that are reasonably necessary to consummate the

Settlement.

20. The Court may change the date and time of the Fairness Hearing without any

further notice to members of the Class. The Court retains jurisdiction over the Stipulation and

Settlement to consider all further applications arising out of or connected with the Settlement.

21. This Order, the Stipulation, and the Settlement are not an admission or concession

by any of the Settling Defendants of the truth or validity of any claims asserted against them in

this Action or of any wrongdoing by them or of any liability of them or any violation of law by

them, and none shall be used as an admission or concession with respect to any claim of any


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wrongdoing, fault, or omission by any of the Settling Defendants in connection with any

transaction or occurrence or any statement, release, or written document issued, filed, or made;

and neither this Order nor the Stipulation and the Settlement nor any related document,

proceeding, or action, nor any reports or accounts thereof, shall be offered or received in

evidence against the Settling Defendants in any civil, criminal, or administrative action,

arbitration or other proceeding other than such proceedings as may be necessary to consummate

or enforce the Stipulation and the Settlement.

22. The Settlement Account and any funds or assets in it shall be in the Court’s legal

custody, and shall remain subject to the jurisdiction of the Court, until such time as such funds

shall be distributed under the Stipulation and/or further Court Order(s).

23. Lead Counsel may pay, in accordance with the terms of the Stipulation, all Taxes,

Tax Expenses, Administration Expenses and Notification Costs, out of the Settlement Fund.

24. The exhibits attached to the Stipulation filed with the Court are incorporated

herein as though set forth in this Order.

Dated: ____________________________

SO ORDERED:

THE HONORABLE KATHLEEN M. WILLIAMS

UNITED STATES DISTRICT JUDGE


EXHIBIT E


1




Defendants.


PARTIAL FINAL JUDGMENT AND ORDER APPROVING PARTIAL SETTLEMENT

AND PARTIALLY DISMISSING THE ACTION WITH PREJUDICE

THESE MATTERS have come before the Court to determine whether the proposed

Settlement should be finally approved pursuant to the terms set forth in the Stipulation and

Agreement of Partial Settlement, dated November 30, 2011 (the “Stipulation”), relating to this

Action. The Court has considered all papers filed and proceedings had herein and otherwise is

fully informed in the premises, and after holding a Fairness Hearing on

______________________, has determined that the Settlement set forth in the Stipulation should

be approved as fair, reasonable, and adequate. The Court hereby enters this Partial Final

Judgment and Order, which constitutes a final adjudication of this Action on the merits as to the

Settling Defendants. Good cause appearing therefore, IT IS HEREBY ORDERED AND

ADJUDGED THAT:

1. The definitions of terms set forth in the Stipulation and in the Preliminary Order

entered by this Court on _____________________ are hereby incorporated as though fully set

forth in this Final Judgment. Any inconsistencies between the terms of the Stipulation and this

Final Judgment shall be resolved in favor of the Stipulation.


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2. This Court has jurisdiction over the subject matter of the Action, over the Settling

Defendants, and over all Class Members, who are defined as: all persons or entities who (i)

purchased or otherwise acquired SearchMedia securities between April 1, 2009 and August 20,

2010, inclusive; or (ii) held common stock of Ideation on October 2, 2009, and who were eligible

to vote at Ideation’s October 27, 2009, special meeting. Excluded from the Class are

Defendants, the officers and directors of Ideation, SearchMedia and SearchMedia International

Limited, members of their immediate families and their legal representatives, heirs, successors or

assigns and any entity in which Defendants have or had a controlling interest, China Seed

Ventures, L.P., Deutsche Bank AG, Le Yang, Sun Hing Associates LTD., and Vervain Equity

Investments Limited. Also excluded from the Class are all persons and entities who have

submitted a valid request for exclusion.

3. With respect to the Class, the Court finds for purposes of the Settlement only and

as to the Settling Defendants only that: (a) the members of the Class are so numerous that joinder

of all Class Members is impracticable; (b) there are questions of law and fact common to the

Class that predominate over any individual questions; (c) the claims as asserted in the Amended

Complaint against the Settling Defendants are typical of the claims of the Class against the

Settling Defendants; (d) Lead Counsel has fairly and adequately represented and protected the

interests of the Class Members with respect to their claims against the Settling Defendants; and

(e) a class action is superior to other available methods for the fair and efficient adjudication of

the claims against the Settling Defendants in the Action, considering: (i) the interests of the Class

Members in individually controlling the prosecution of the separate actions; (ii) the extent and

nature of any litigation concerning the controversies already commenced by Class Members; (iii)

the desirability or undesirability of continuing the litigation of these claims in this particular


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forum; and (iv) the difficulties likely to be encountered in the management of the Action as a

class action. These findings do not apply to the claims asserted against the Non-Settling

Defendants and raise no presumption against the Non-Settling Defendants.

4. The Notice, Postcard Notice and Summary Notice were approved by the Court in

the Preliminary Order. The notices, among other things, advised the Class Members of their

right to appear and express their views on the fairness of the Settlement at the Fairness Hearing

before the Court mentioned above. The notices also advised Class Members of their right to

exclude themselves from the Class. _____ person(s) have submitted valid and timely requests

for exclusion pursuant to the terms of the Notice. These person(s) are listed on the attached

Exhibit 1 and are not bound by this Final Judgment.

5. The Court hereby finally approves the Settlement set forth in the Stipulation and

finds that the Settlement is, in all respects, fair, reasonable, and adequate to the Class, and within

the authority of the Class and Settling Defendants. The Court further finds that the Settlement

set forth in the Stipulation is the result of arm’s length negotiations between experienced counsel

representing the interests of the Class and the Settling Defendants, and that it was negotiated

with the assistance of an experienced mediator. The Class and the Settling Defendants are

directed to consummate the Settlement in accordance with the terms and provisions of the

Stipulation.

6. The Plan of Allocation is approved as fair and reasonable, and Class Counsel and

the Claims Administrator are directed to administer the Plan of Allocation in accordance with the

terms and provisions of the Stipulation.


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7. The Escrow Agent shall continue to serve as such for the Settlement Account,

until such time as all funds in the Settlement Account are distributed pursuant to the terms of the

Stipulation or further Court Order.

8. The Amended Complaint for Violations of the Federal Securities Laws

("Amended Complaint") (D.E. 45) is dismissed with prejudice as to the Settling Defendants only,

with each party paying his, her or its own costs, except as provided in the Stipulation. The

Amended Complaint is not dismissed against the Non-Settling Defendants.

9. Upon the Effective Date, Class Members, on behalf of themselves, their heirs,

executors, administrators, predecessors, successors, and assigns, and any other person claiming

by, through or on behalf of them, whether or not that Class Member executes and delivers a

Proof of Claim or otherwise shares in the Settlement Fund, (a) shall be deemed by operation of

law to have released, waived, dismissed and forever discharged each and every Settled Claim,

and (b) shall forever be enjoined from prosecuting, commencing, or instituting, either directly or

indirectly, whether in the United States or elsewhere, any Settled Claims against any of the

Released Parties.

10. Upon the Effective Date, the Released Parties, on behalf of themselves, their

executors, administrators, predecessors, successors, assigns, and all persons and entities claiming

through or on behalf of them, (a) shall be deemed by operation of law to have released, waived,

dismissed and forever discharged each and every Settled Defendants’ Claim, (b) shall forever be

enjoined from prosecuting, commencing, or instituting, either directly or indirectly, whether in

the United States or elsewhere, any Settled Defendants’ Claim, and (c) shall forever be enjoined

from prosecuting, commencing, instituting, continuing, maintaining, or asserting, either directly

or indirectly, whether in the United States or elsewhere, any action, suit, cause of action, claim or


5

demand against any person or entity who may claim any form of contribution or indemnity from

Class Members or their counsel in respect of any Settled Defendants’ Claim.

11. The Non-Settling Defendants and all other persons and entities, including but not

limited to any other person or entity later named as a defendant or third-party defendant in this

Action, are hereby permanently barred, enjoined and restrained from commencing, prosecuting,

or asserting any claim for contribution (whether contractual or otherwise) against the Released

Parties or any other claim against the Released Parties where the injury to such entity/individual

is any person's or entity's actual or threatened liability to the Lead Plaintiff or any Class Member,

including but not limited to any amounts paid in settlement of such actual or threatened liability,

or any other costs or expenses (including attorneys' fees) incurred in connection with this Action;

provided, however, that a Non-Settling Defendant shall not be barred from pursuing contractual

claims against SearchMedia to recover attorneys' fees and costs actually and reasonably incurred

in the successful defense of claims asserted against such Non-Settling Defendant in this Action,

but only to the extent such contractual claims exist and only to the extent of such Non-Settling

Defendant's success. The Released Parties are permanently barred, enjoined and restrained from

commencing, prosecuting or asserting any claim for contribution (whether contractual or

otherwise) against the Non-Settling Defendants or any other claim against the Non-Settling

Defendants where the injury to the Released Parties is any person's or entity's actual or

threatened liability to the Lead Plaintiff or Class Members, including but not limited to any

amounts paid in settlement of such actual or threatened liability, or any other costs or expenses

(including attorneys' fees) incurred in connection with this action; provided, however, that

SearchMedia may continue to pursue the Arbitration Claims.


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12. The notice given to the Class was the best notice practicable under the

circumstances, consisting of individual Postcard Notice mailed to all Class Members who could

be identified through reasonable efforts, as well as a long form Notice posted on the Settlement

website and a Summary Notice published to all others. The notices provided due and adequate

notice of these proceedings, including the Settlement, to all persons entitled to such notice, and

fully satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure and the

requirements of due process. The Court hereby finds that all persons and entities who are Class

Members were provided a full and fair opportunity to be heard with respect to the foregoing

matters. Thus, it is hereby determined that all Class Members who did not timely and properly

elect to exclude themselves by written communication postmarked or otherwise delivered on or

before the date set forth in the Preliminary Order, are bound by this Final Judgment.

13. Neither this Final Judgment, the Stipulation, nor any of its terms and provisions,

nor any of the negotiations or proceedings connected with it, nor any of the documents or

statements referred to therein shall be:

(a) offered or received against the Released Parties as evidence of or

construed as or deemed to be evidence of any presumption, concession, or admission by

any of the Released Parties with respect to the truth of any fact asserted in this Action or

the validity of any claim that had been or could have been asserted in this Action or in

any litigation, or the deficiency of any defense that has been or could have been asserted

in the Action or in any litigation, or of any liability, negligence, fault, or wrongdoing of

the Released Parties;

(b) offered or received against the Released Parties as evidence of a

presumption, concession or admission of any fault, misrepresentation or omission with


7

respect to any statement or written document approved or made by any Released Party, or

against any Class Member as evidence of any infirmity in the claims of the Class;

(c) offered or received against the Released Parties or against any Class

Member as evidence of a presumption, concession or admission with respect to any

liability, negligence, fault or wrongdoing, or in any way referred to for any other reason

as against any of the parties to the Stipulation, in any other civil, criminal or

administrative action or proceeding, other than such proceedings as may be necessary to

effectuate the provisions of the Stipulation; provided, however, that the Released Parties

may refer to the Stipulation to effectuate the liability protection granted them thereunder;

(d) construed against the Released Parties or any Class Member as an

admission or concession that the consideration to be given hereunder represents the

amount which could be or would have been recovered after trial; or

(e) construed as or received in evidence as an admission, concession or

presumption against any Class Member that any of their claims are without merit or that

damages recoverable under the Complaint would not have exceeded the Cash Settlement

Amount.

14. Lead Counsel are hereby awarded ___________% of the Settlement Fund in fees,

which sum the Court finds to be fair and reasonable, and $_______________ in reimbursement

of expenses, which shall be paid to Lead Counsel from the Settlement Fund. The award of

Counsel Fees and Expenses may be allocated among all plaintiff’s counsel in a fashion which, in

the opinion of Lead Counsel, fairly compensates plaintiff’s counsel for their respective

contributions in the prosecution of the Action.


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15. In making this award of Counsel Fees and Expenses to be paid from the

Settlement Fund, the Court has considered and found that:

(a) the Settlement has resulted in the creation of the Cash Settlement Amount

of $2,750,000 that is already on deposit, and that numerous Class Members who submit

valid Proofs of Claim will benefit from the Settlement achieved by Class Counsel;

(b) over _________ copies of the Postcard Notice were distributed to putative

Class Members indicating that Lead Counsel was moving for attorneys’ fees in an

amount not to exceed 33⅓ percent of the Settlement Fund and for reimbursement of

actual expenses, and _____ objections were filed against the terms of the proposed

Settlement or the ceiling on the fees and expenses to be requested as disclosed in the

Notice;

(c) Lead Counsel have conducted the litigation and achieved the Settlement

with skill, perseverance and diligent advocacy;

(d) the Action involves complex legal and factual issues and, in the absence of

a settlement, would involve further lengthy proceedings with uncertain resolution of these

complex issues;

(e) had Lead Counsel not achieved the Settlement, there would remain a

significant risk that the Class may have recovered less or nothing from the Settling

Defendants; and

(f) the amount of Counsel Fees and Expenses reimbursed from the Settlement

Fund is fair and reasonable and consistent with awards in similar cases.

16. This Final Judgment incorporates all terms and provisions of the Stipulation.

Without affecting the finality of this Final Judgment in any way, this Court hereby retains


9

exclusive jurisdiction over all matters relating to the administration, consummation and

enforcement of the Settlement, including but not limited to the interpretation of the scope of the

bar order contained in paragraphs 10 through 11 of this Final Judgment

17. The Court finds, under Rules 54(a) and 54(b) of the Federal Rules of Civil

Procedure, that this Final Judgment constitutes the final adjudication on the merits of the Action

as to the Settling Defendants and that there is no just reason for delay of entry of this Final

Judgment.

18. The Court finds that the Amended Complaint and the Settling Defendants' motion

to dismiss (D.E. 47) were filed in good faith in accordance with each requirement of Rule 11(b)

of the Federal Rules of Civil Procedure.

19. The Court finds that, pursuant to the Class Action Fairness Act of 2005, the

Settling Defendants provided timely and adequate notice of this Settlement to the appropriate

state and federal officials.

20. If the Settlement is terminated pursuant to the Stipulation, then this Final

Judgment shall be rendered null and void to the extent provided by and in accordance with the

Stipulation, and shall be vacated to the extent provided by the Stipulation and, in such event: (a)

all Orders entered and releases delivered in connection herewith shall be null and void to the

extent provided by and in accordance with the Stipulation; (b) the fact of the Settlement shall not

be admissible in any trial of this Action and the Plaintiffs and the Settling Defendants shall be

deemed to have reverted to their respective statuses in this Action as of September 21, 2011; and

(c) any portion of the Cash Settlement Amount previously paid or caused to be paid by Settling

Defendants, including, but not limited to, any funds disbursed in payment of litigation expenses

and attorneys’ fees, together with any interest actually earned or gains thereon, less any amounts


10

for Taxes paid or owing with respect to such interest income and/or gains and/or for Notification

Costs and Administration Expenses actually incurred and paid or payable, shall be returned by

the Escrow Agent and/or Lead Counsel, as applicable, to Settling Defendants within seven

business days after written notification of such event by Settling Defendants, as specified in

Paragraph 78 of the Stipulation.

21. Without further order of the Court, the parties to the Stipulation may agree to

reasonable extensions of time to carry out any of the provisions of the Stipulation.

22. There is no just reason for delay in the entry of this Final Judgment and

immediate entry by the Clerk of the Court is expressly directed.

Dated: ________ __

THE HONORABLE KATHLEEN M. WILLIAMS UNITED STATES DISTRICT JUDGE


Documents

Sid Murdeshwar, et al. v. SearchMedia Holdings Limited, et ...securities.stanford.edu/filings-documents/1045/IDI10_01/20111130_r… · SID MURDESHWAR, Individually and on Behalf of