EX-10.11.3






Exhibit 10.11.3




UNI-ASIA LTD.

c/o Loeb, Block & Partners LLP

505 Park Avenue, 9TH Floor

New York, NY 10022




February 12, 2010




 

Redgate Media Group

The Centrium, Suite 2703

60 Wyndham Street

Central, Hong Kong SAR

Attention: Robby Yung

 





	 	Re: 	 	Conversion Request





Dear Mr. Yung:



     Pursuant to Section 3 of that certain Promissory Note dated May 15, 2009 (as amended
on November 1, 2009) (the “Note”) in the principal amount of up to Five Million U.S. Dollars (the
“Loan”), the undersigned, as the Lender, hereby elects to convert the amount of Five Hundred
Thousand U.S. Dollars ($500,000.00), representing the full interest amount on the Loan for the
twelve months ending May 14, 2010, into 101,885 common shares (“Common Shares”), par value 0.0025
per share, of Redgate Media Group (the “Company”), effective immediately prior to the currently
contemplating initial public offering (the “IPO”) of the Company (the “Share Entitlement”).


 

     The undersigned agrees and covenants that it shall not exercise any right to convert all or
part of the Loan into the Company’s or common or preference shares from the date hereof to the
180th day after the date of the final prospectus relating to the IPO (the “Lock-Up Period”), except
for the conversion pursuant to the preceding paragraph. The undersigned and the Company
acknowledge and agree that:




	(i)	 	After the Lock-Up Period, the Loan may be converted pursuant to the terms of the Note into
and only into Common Shares, par value 0.0025 per share, at the price of US$4.9075 per share. 
	 
	(ii)	 	The undersigned and its officers, directors, managers or controlling persons have a
pre-existing personal or business relationship with the Company or its officers, directors or
controlling persons, and the undersigned have substantial experience in evaluating and
investing in/ and or providing debt financing to companies similar to Company so that the
undersigned is capable of evaluating the merits and risks of its investment in the Company and
have the capacity to protect its own interests. The undersigned is acquainted with the
business of the Company, and have been given access to all the Company’s information that the
undersigned has requested for the purpose of evaluating the undersigned’s investment in the
Company. The undersigned acknowledges that it is able to fend for itself and can bear
economic risk of its investment. The undersigned acknowledges that any investment in the
Company involves a high degree of risk, and 




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	 	 	represent that the undersigned is able without
materially impairing its financial condition, to suffer a complete loss of its investment.
The undersigned will be acquiring the shares of the Company for its own account, not as a
nominee or agent, and not with the view to, or for resale in connection with, any distribution
thereof.





     Please sign below indicating your agreement to the proposed conversion as described in this
letter and fax or email a copy to the attention of Miree Kim, Esq. as soon as possible.


 

	 	 	 	 	 
	 	Sincerely,

UNI-ASIA LTD.	 
	 	By:  H.T.M. Services Ltd., its Director 	 
	 
	 	 	 
	 	By:  	 	/s/ Annettc Mactavious, Jane Malone
 	 
	 	Name:  	 	Annettc Mactavious, Jane Malone 
	 	Title:  	 	Authorized Signatories 
	 



Acknowledged and agreed by

Redgate Media Group:


Redgate Media Group




	 	 	 	 	 
	 	 	 
	By:  	/s/ Robert WHS Yung
 	 	 
	Name:  	Robert WHS Yung 	 	 
	Title:  	Director and CMO 	 	 
	 



MK:mk
 





	cc 	 	Ahmed Al-Saleh

Miree Kim, Esq. 






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