[] [27 September 2011 SearchMedia Holdings Limited Our Ref: RM/ca/I0692-108055 Dear Sirs SEARCHMEDIA HOLDINGS LIMITED Registration Statement Company In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified. We are Cayman Islands’ Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman] [AMENDMENT TO THE SEARCHMEDIA HOLDINGS LIMITED AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN Effective September 13, 2011 This amendment to the SearchMedia Holdings Limited Amended and Restated 2008 Share Incentive Plan (the “2008 Plan”) amends Article 3, Section 3.1(a) of the 2008 Plan to read as follows: EX-10.2 3 d236696dex102.htm EX-10.2] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in this Registration Statement of SearchMedia Holdings Limited (the “Company”) on Form S-8 of our report dated October 29, 2010 with respect to our audits of the consolidated financial statements of the Company as of December 31, 2009 and for the two-year period then ended December 31,] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in this Registration Statement of SearchMedia Holdings Limited (the “Company”) on Form S-8 of our report dated June 30, 2011, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audit of the consolidated financial statements of]