Entry into a Material Definitive Agreement

On December 14, 2014, Tiger Media, Inc., a Cayman Islands company (the
“Company”), TBO Acquisition, LLC, a Delaware limited liability company and a
direct wholly-owned subsidiary of the Company (the “Merger Sub”), The Best One,
Inc., a Florida corporation (“TBO”), and Derek Dubner, solely in his capacity as
representative, entered into a Merger Agreement and Plan of Reorganization, as
amended by the parties on December 18, 2014,  pursuant to which TBO will merge
with and into Merger Sub, with Merger Sub continuing as the surviving company
(the “Merger”) and a wholly-owned subsidiary of the Company.  We refer to the
Merger Agreement and Plan of Reorganization, as amended, as the “Merger
Agreement.”  Subject to the satisfaction of the closing conditions, the Merger
is expected to close in the first quarter of 2015.

Immediately before and as a condition to closing of the Merger, the Company will
redomesticate as a corporation formed under the laws of Delaware and withdraw as
an exempted company incorporated under the laws of the Cayman Islands (the
“Domestication”).  At the effective time of the Merger (the “Effective Time”)
(i) each issued and outstanding share of TBO common stock, no par value per
share (“TBO Common Stock”), will cease to be outstanding and will be converted
into and exchanged for the right to receive one share of the Company’s common
stock, par value $0.0001 per share (“Company Common Stock”), with the exception
of approximately 8.3 million shares of TBO Common Stock held by five
shareholders, which shares will be converted into and exchanged for the right to
receive 0.750089 shares of the Company Common Stock,  and (ii) each share of TBO
Series A Convertible Preferred Stock, par value $0.001 per share (“TBO Preferred
Stock”), will cease to be outstanding and will be converted into and exchanged
for the right to receive (x) 525.063 shares of the Company’s Series A Non-Voting
Convertible Preferred Stock, par value $0.0001 per share (“Company Preferred
Stock”), in connection with the closing of the Merger and (y) an additional
225.027 shares of Company Preferred Stock to the extent certain revenue targets
are achieved as set forth in the Merger Agreement (the “Earn-Out Shares”).  The
Earn-Out Shares, if earned, will be paid pro rata to the holders of TBO
Preferred Stock, subject to offset for any indemnification claims.  Assuming all
Earn-out Shares are earned, an aggregate of 76,253,821 shares of Company Common
Stock (on an as-converted basis) will be issued in connection with the Merger,
which will represent approximately 66.3%  of the outstanding capital shares of
the Company after the Merger (on a fully diluted basis).  Current Tiger Media
shareholders will own approximately 33.7% of the outstanding capital shares of
the Company following the Merger (on a fully diluted basis).

The Company Preferred Stock will convert into shares of Company Common Stock
only if the holder sells the underlying shares of Company Common Stock to a
non-affiliated third party, at which time the shares shall convert.

Consummation of the Merger is subject to conditions, including, among others,
shareholder approval of (a) the Merger Agreement and its adoption, (b) the
Merger, (c) the Domestication and (d) the issuance of shares of Company Common
Stock in connection with the Merger as required under the rules of the NYSE MKT,
LLC.  The Merger Agreement also contains customary representations and
warranties about the condition of the Company and TBO, respectively, and their
respective subsidiaries.

Pursuant to the Merger Agreement, either party may terminate the Merger
Agreement upon substantial breach by the other party that remains uncured after
15 days, by mutual consent, if the Merger is not consummated by April 30, 2015,
or if the Merger is enjoined pursuant to a final, nonappealable ruling.  Also,
the Company may terminate the Merger Agreement if TBO’s shareholders have not
approved the Merger and the other transactions contemplated by the Merger
Agreement by January 6, 2015.

Following the Merger, the Company will increase the board of directors to seven
members, and TBO will  have the right to designate two directors to the
Company’s board of directors. Derek Dubner and Daniel MacLachlan will be the new
directors appointed to the Company’s board of directors to fill such newly
created board seats. Also, following the Merger, Derek Dubner will be appointed
Co-Chief Executive Officer of the Company along with Peter Tan, current Chief
Executive Officer of the Company.  Robert Fried will remain Chairman of the
Board.

The Company Common Stock and Company Preferred Stock to be issued in connection
with the Merger are exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Act"), in accordance with Section 4(2) of the Act,
as a transaction by an issuer not involving any public offering.

The description of the proposed Merger in this Form 6-K does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement
and Plan of Reorganization  and the First Amendment to the Merger Agreement and
Plan of Reorganization, which are filed as Exhibit 4.1 and Exhibit 4.2 to this
Form 6-K and are incorporated herein by reference.
On December 15, 2014, the Company issued a press release announcing the
execution of the Merger Agreement.  A copy of the press release is attached to
this Form 6-K as Exhibit 99.1  and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed Merger, including the
expected timing for completing the Merger and any other statements regarding
future expectations, beliefs, goals, plans, prospects or intentions constitute
“forward-looking statements” as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, in connection with the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including
statements containing “believes,” “anticipates,” “continues,” “plans,”
“expects,” “may,” “will,” “would,” “could,” “intends,” “estimates” and similar
expressions or variations) should also be considered to be forward-looking
statements. Because forward-looking statements relate to matters that have not
yet occurred, these statements are inherently subject to risks and uncertainties
that could cause the Company’s actual results to differ materially from any
future results expressed or implied by the forward-looking statements. There are
a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking statements,
including: the ability of each of the Company, Merger Sub and TBO to satisfy the
closing conditions and consummate the transactions, including the Company
obtaining the required shareholder approvals; the risk that the business of TBO
may not be integrated successfully; the risk that the transaction may involve
unexpected costs or unexpected liabilities; the risk that synergies from the
transaction may not be fully realized or may take longer to realize than
expected; and the other risks set forth in the Company’s Annual Report on Form
20-F, filed with the Securities and Exchange Commission (“SEC”) on March 31,
2014, as well as the other factors described in the filings that the Company
makes with the SEC from time to time. If one or more of these factors
materialize, or if any underlying assumptions prove incorrect, the Company’s
actual results, performance or achievements may vary materially from any future
results, performance or achievements expressed or implied by these
forward-looking statements.
The statements in this document reflect the expectations and beliefs of the
Company as of the date of this document.  These forward-looking statements
should not be relied upon as representing the Company’s views as of any date
after the date of this document. While the Company may elect to update these
forward-looking statements publicly in the future, it specifically disclaims any
obligation to do so, except as required by law.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
This document does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
proposed Merger, Tiger Media will file with the SEC a proxy statement in
connection with a Special Meeting of its shareholders. SHAREHOLDERS OF TIGER
MEDIA ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION
WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders of Tiger Media
will be able to obtain a copy of the proxy statement, as well as other filings
containing information about Tiger Media and TBO, without charge, at the SEC's
website (www.sec.gov).  Shareholders of Tiger Media may also obtain copies of
all documents filed with the SEC, without charge, by directing a request to
Tiger Media, Inc., ir@tigermedia.com.

PARTICIPANTS IN THE MERGER SOLICITATION

Tiger Media and its directors, executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies from Tiger Media shareholders in connection with the proposed
transaction. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Tiger Media’s shareholders in
connection with the proposed transaction will be set forth in the proxy
statement when it is filed with the SEC.  Also, information about Tiger Media's
directors and executive officers is set forth in its Notice for Annual General
Meeting of Shareholders, which was filed with the SEC on November 19, 2014, and
its Annual Report on Form 20-F for the year ended December 31, 2013, filed with
the SEC on March 31, 2014, respectively.  These documents are available free of
charge at the SEC's website at www.sec.gov, or by going to Tiger Media's
Investor Relations page on its corporate website at www.tigermedia.com.