exv4w3w5






Exhibit 4.3.5




FOURTH SHAREHOLDERS AMENDMENT AGREEMENT



Dated December 4, 2009



This Fourth Amendment Agreement is entered into between the parties signing below in relation to a
Shareholders Agreement dated 17 September 2004 as amended by an Amendment Agreement dated 12
September 2007, a Second Amendment dated 30 November 2007, and a Third Amendment dated June, 2008,
and entered into between all of the signatories hereto (or their predecessors-in-title)
(hereinafter “Shareholders Agreement”).



By an agreement dated December 4, 2009, Redgate Media Group (the “Company”) agreed to issue up to
50,943 US$0.10 par value Class G Preference Shares in aggregate (“New Shares”) to the investors as
listed on Schedule A hereto (the “Series G Investors”). It was a condition of the Series G
Investor agreeing to subscribe for the New Shares that each of the shareholders and the Company
(who, together with the Series G Investor, with the exception of the Series F Investors, are
referred to herein as “Parties” and each a “Party”) have agreed to enter into this Fourth
Amendment Agreement to the Shareholders Agreement so as to govern the terms upon which shares
shall be held in the Company.



Terms and Expressions defined in the Shareholders Agreement shall, save where amended by the terms
of this Fourth Amendment Agreement, have the same meaning herein. References to clause numbers
shall mean the clause with such number in the Shareholders Agreement.



In consideration of the foregoing and of the mutual covenants and undertakings of the Parties, the
Parties have agreed that the following amendments shall apply to the Shareholders Agreement with
effect from the date hereof:





	1.	 	At the “Background” section in paragraph (B) after the words “and the Series E Investors”,
the following shall be added:





          “and the Series G Investors”




	2.	 	At Clause 1.1, the definition of “Investors” shall be amended so that the words “and/or
Series G Investors” shall be added at the end thereof.
	 
	3.	 	In Clause 5, the reference to “US$90,000,000” shall be deleted and replaced with
“US$105,000,000”.
	 
	4.	 	At Clause 6.7, a new Clause 6.7.6 should be added to state the following:




 









 











          “6.7.6 the issuance of Preference Shares to those Series G Investors set forth on Schedule A
to the Class G Preference Share Purchase Agreement dated December 4, 2009 and as amended (the
“Purchase Agreement”) pursuant to the terms of that certain Purchase Agreement.”




	5.	 	Clause 7.2(c) shall be amended to read as follows:
	 
	 	 	“The Series A Investors, the Series B Investors, the Series C Investors, the Series D
Investors and the Series G Investors shall by majority vote be entitled to elect one
Director while AsiaStar IT Fund L.P. continues to enjoy the right under Clause 7.2(b) to
elect one Director, and shall be entitled to elect two Directors at such times as AsiaStar
IT Fund L.P. no longer enjoy the rights to elect one Director under Clause 7.2(b).”
	 
	6.	 	In Clause 7.3, the following shall be added as new Sub-Clause 7.3(b):
	 
	 	 	“The Series G Investors shall be entitled to appoint a single observer for the purposes of
meetings of the Board. Such observer shall be entitled to receive notices of such meetings
pursuant to Clause 7.8 and the minutes thereof pursuant to Clause 7.11 subject to the
observer’s confirming that they shall keep such information confidential and shall be
subject to the some standard of duties as required by a Director in respect of its use of
the same and provided further that such observer shall not be entitled to vote upon any
matter considered at a board meeting and only contribute to the matters discussed at such
meeting when invited to do so by a majority of the Board.”
	 
	7.	 	Clause 11.2(g) shall be amended to read as follows:
	 
	 	 	“The creation or issue of a new class of Shares having rights preference or privileges in
parity with or in priority to the Series F or the Series G Preference Shares.”
	 
	8.	 	At Clause 20.13.2, a reference to “Series G Investors” shall be added, at the end of such
clause and, the following wording shall be added:





	 	 	 
	Geier Holdings LLC

	 	10 Gracie Square

New York, NY 10028 USA

Facsimile: +1.646.840.6720

Email: pgeier@geiergroup.com
	 
	 	 
	Robert C. Wright

	 	610 5th Avenue, Room 605

New York, NY 10020 USA

Fax: +1.212.554.0749

Email: bwright@thlcapital.com






 









 






	 	 	 
	Fatboy Capital, LP

	 	9611 North U.S. Highway 1 North, Box 390

Sebastian, Florida 32958 USA

Facsimile: +1.973.426.0313

Email: djenkins@fatboycapital.com
	 
	 	 
	Hyposwiss Private Bank

Genève SA

	 	7 rue des Alpes

PO Box 1380

Geneva, Switzerland

Facsimile: +41.22.716.36.45

Email: wolfgang.derungs@hyposwiss.ch
	 
	 	 
	Malcolm John Jennings

	 	109 Westhall Road

Warlingham, Surrey

CR6 9HG United Kingdom

Facsimile: +44.20.7451.1489

Email: Malcolm.Jennings@perinvest.com
	 
	 	 
	Nathalie Eliescaud

	 	Flat 5, 86 Redcliffe Gardens 

SW10 9HH London, United Kingdom 

Telephone: +44.784.305.5146

Email: neliescaud@hotmail.com
	 
	 	 
	John Pridjian

	 	300 Inverness Drive

La Canada Flintridge, CA 91011 USA

Facsimile: +1.818.790.7520

Email: john.pridjian@wmfllc.com
	 
	 	 
	Avatam, LLC.

	 	c/o Louis Makilow

358 Broadway, Suite 305

Saratoga Springs, NY 12866 USA

Facsimile: +1.518.587.7914

Email: lou@saratogawealth.com
	 
	 	 
	Reginald Kufeld Brack, Jr.

	 	12 Huntzinger Drive

Greenwich, Connecticut 06831 USA

Fax: +1.212.581.3120

Email: reg@regbrack.com






 









 






	 	 	 
	SG Private Banking (Suisse) SA

	 	Rue de la Corraterie 6

Case postale 5022

CH-1211 Genève 11, Switzerland 

Fax: +41.22.819.04.03

Email:
	 
	 	 
	Fahad Al-Mutawa

	 	PO Box 579, 13006 Safat, Kuwait

Fax: +965.2242.0361

Email: ffmutawa@hotmail.com







	9.	 	At Schedule 2, the following shall be added at the end thereof:





	 	 	 	 	 	 	 	 	 
	Geier Holdings LLC
	 	Class G	 	 	2,037.70	 
	Robert C. Wright
	 	Class G	 	 	1,273.56	 
	Fatboy Capital, LP
	 	Class G	 	 	1,500.00	 
	Hyposwiss Bank
	 	Class G	 	 	1,273.56	 
	Malcolm John Jennings
	 	Class G	 	 	425.37	 
	Nathalie Eliescaud
	 	Class G	 	 	1,273.56	 
	John Pridjian
	 	Class G	 	 	1,273.56	 
	SG Private Banking (Suisse) SA
	 	Class G	 	 	5,094.24	 
	Avatam, LLC.
	 	Class G	 	 	509.42	 
	Fahad Al-Mutawa
	 	Class G	 	 	509.42	 
	Reginald Kufeld Brack, Jr.
	 	Class G	 	 	509.42	 







	10.	 	The parties all hereto acknowledge that a joinder agreement may be executed by the Company and
such Series G Investors who purchase the Company’s New Shares after the date hereof, without the
requirement that any of the current shareholders re-execute this Shareholders Agreement. Such
joinder agreement will specify that the Series G Investors are a party to all of the rights and
obligations set forth in the Shareholders Agreement.




Save as set out herein, the Shareholders Agreement shall remain in full force and effect and
unamended.






 









 







In witness whereof the Parties have executed this Fourth Amendment Agreement on the date
abovementioned.




	 	 	 	 	 
	SIGNED BY
	 	)	 	 
	Peter B. Brack
	 	)	 	/s/ Peter B. Brack
	FOR AND ON BEHALF OF
	 	)	 	 
	REDGATE MEDIA GROUP
	 	)	 	[company seal]
	in the presence of Robert W.H.S. Yung
	 	)	 	/s/ Robert W.H.S. Yung
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	ZHU YING
	 	)	 	/s/ Zhu Ying
	in the presence of Xu Min
	 	)	 	/s/ Xu Min
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	YIN YEE JENNY SHING
	 	)	 	/s/ Yin Yee Jenny Shing
	in the presence of Robert W.H.S. Yung
	 	)	 	/s/ Robert W.H.S. Yung
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	PETER BUSH BRACK
	 	)	 	/s/ Peter Bush Brack
	in the presence of Robert W.H.S. Yung
	 	)	 	/s/ Robert W.H.S. Yung
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	PAUL JOHN PHEBY
	 	)	 	/s/ Paul John Pheby
	in the presence of Cherie Wan
	 	)	 	/s/ Cherie Wan






 









 






	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	JULIE CHRISTINE PETER
	 	)	 	/s/ Julie Christine Peter
	in the presence of Edouaro Peter
	 	)	 	/s/ Edouaro Peter
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	REGINALD KUFELD BRACK JR.
	 	)	 	/s/ Reginald Kufeld Brack Jr.
	in the presence of Peter B. Brack
	 	)	 	/s/ Peter B. Brack
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	AYAZ HATIM EBRAHIM
	 	)	 	/s/ Ayaz Hatim Ebrahim
	in the presence of Leung Yee Man
	 	)	 	/s/ Leung Yee Man
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Philip Henry Geier Jr.
	 	)	 	/s/ Philip Henry Geier Jr.
	GEIER HOLDINGS LLC
	 	)	 	 
	in the presence of Alicia Hall
	 	)	 	/s/ Alicia Hall
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	REGINALD KUFELD BRACK III
	 	)	 	/s/ Reginald Kufeld Brack III
	in the presence of Jill Brack
	 	)	 	/s/ Jill Brack
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	RUPERT JAMES PURSER
	 	)	 	/s/ Rupert James Purser
	in the presence of Robby Yung
	 	)	 	/s/ Robby Yung






 









 






	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	PAUL JUSTIN HALLETT
	 	)	 	/s/ Paul Justin Hallett
	in the presence of Nick Fletcher
	 	)	 	/s/ Nick Fletcher
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	YANG CHA
	 	)	 	/s/ Yang Cha
	in the presence of Ying Zhu
	 	)	 	/s/ Ying Zhu
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Jerry Sze
	 	)	 	/s/ Jerry Sze
	FOR AND ON BEHALF OF
	 	)	 	 
	ASIASTAR IT FUND, L.P.
	 	)	 	 
	in the presence of Serena He
	 	)	 	/s/ Serena He
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	LAU YAT FAN
	 	)	 	/s/ Lau Yat Fan
	in the presence of Ying Zhu
	 	)	 	/s/ Ying Zhu
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Ahmed Al-Saleh
	 	)	 	/s/ Ahmed Al-Saleh
	FOR AND ON BEHALF OF
	 	)	 	 
	UNI-ASIA LIMITED
	 	)	 	 
	in the presence of Robert Yung
	 	)	 	/s/ Robert Yung






 









 






	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Michael Steinberg
	 	)	 	/s/ Michael Steinberg
	FOR AND ON BEHALF OF
	 	)	 	 
	HARMIR REALTY CO, LP
	 	)	 	 
	in the presence of Joan Steinberg
	 	)	 	/s/ Joan Steinberg
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Michael Steinberg
	 	)	 	/s/ Michael Steinberg
	FOR AND ON BEHALF OF
	 	)	 	 
	MICHAEL A. STEINBERG & CO., INC. PROFIT
	 	)	 	 
	SHARING TRUST
	 	)	 	 
	in the presence of Joan Steinberg
	 	)	 	/s/ Joan Steinberg
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Abdulaziz Al-Nafisi
	 	)	 	/s/ Abdulaziz Al-Nafisi
	FOR AND ON BEHALF OF
	 	)	 	 
	SALHIA REAL ESTATE COMPANY K.S.C.
	 	)	 	 
	in the presence of Nadia Alawi
	 	)	 	/s/ Nadia Alawi
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	GHAZI AL-NAFISI
	 	)	 	/s/ Ghazi Al-Nafisi
	in the presence of Nadia Alawi
	 	)	 	/s/ Nadia Alawi
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	ANWER A.D.A ALUSAIMI
	 	)	 	/s/ Anwer A.D.A. Alusaimi
	in the presence of Abdulaziz Al-Nafisi
	 	)	 	/s/ Abdulaziz Al-Nafisi






 









 






	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	ABDULAZIZ AL-NAFISI
	 	)	 	/s/ Abdulaziz Al-Nafisi
	in the presence of Nadia Alawi
	 	)	 	/s/ Nadia Alawi
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	JOHN PRIDJIAN
	 	)	 	/s/ John Pridjian
	in the presence of Queenie Yung
	 	)	 	/s/ Queenie Yung
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	John Pridjian
	 	)	 	/s/ John Pridjian
	SWAN STREET PARTNERS, LLP
	 	)	 	 
	in the presence of Queenie Yung
	 	)	 	/s/ Queenie Yung
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	ROBERT C. WRIGHT
	 	)	 	/s/ Robert C. Wright
	in the presence of Christine King
	 	)	 	/s/ Christine King
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	David Jenkins
	 	)	 	/s/ David Jenkins
	FATBOY CAPITAL, LP
	 	)	 	 
	in the presence of Margrit Thomassen
	 	)	 	/s/ Margrit Thomassen
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	NATHALIE ELIESCAUD
	 	)	 	/s/ Nathalie Eliescaud
	in the presence of Audrea Coda
	 	)	 	/s/ Audrea Coda
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	JEAN RENE PERRETTE
	 	)	 	/s/ Jean Rene Perrette
	in the presence of Segolene Goillerez
	 	)	 	/s/ Segolene Goillerez






 









 






	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	MALCOLM JOHN JENNINGS
	 	)	 	/s/ Malcolm John Jennings
	in the presence of Christine Avis
	 	)	 	/s/ Christine Avis
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Thierry Mory
	 	)	 	/s/ Thierry Mory
	SG PRIVATE BANKING (SUISSE) SA
	 	)	 	 
	in the presence of Maurice Charbonnean
	 	)	 	/s/ Maurice Charbonnean
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Olivier Bunrus; Wolfgang Derungs
	 	)	 	/s/ Olivier Bunrus; Wolfgang Derungs
	HYPOSWISS PRIVATE BANK GENÈVE SA
	 	)	 	 
	in the presence of
	 	)	 	 
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY
	 	)	 	 
	Louis R. Malikow
	 	)	 	/s/ Louis R. Malikow
	AVATAM, LLC.
	 	)	 	 
	in the presence of Grphy A Franky
	 	)	 	/s/ Grphy A Franky
	 
	 	 	 	 
	SIGNED SEALED AND DELIVERED BY)
	 	 	 	 
	FAHAD AL-MUTAWA
	 	)	 	/s/ Fahad Al-Mutawa
	in the presence of CadGG
	 	)	 	/s/ CadGG






 









 






Schedule A




The Series G Investors



	 	 	 
	Number of Class G Preference Shares	 	Investor
	1,273.56

	 	Nathalie Eliescaud
	2,037.70

	 	Geier Holdings LLC
	1,273.56

	 	Robert C. Wright
	1,500.00

	 	Fatboy Capital, LP
	1,273.56

	 	Hyposwiss Private Bank Genève SA
	425.37

	 	Malcolm John Jennings
	1,273.56

	 	John Pridjian
	5,093.24

	 	SG Private Banking (Suisse) SA
	509.42

	 	Avatam, LLC.
	509.42

	 	Fahad Al-Mutawa
	509.42

	 	Reginald Kufeld Brack, Jr.