EX-10.12.4






Exhibit 10.12.4




REDGATE MEDIA GROUP

Suite 2703 The Centrium

60 Wyndham Street Central

Hong Kong




Date:
February 12, 2010




Kuwait China Investment Company Limited KSC




Dear Sirs,




Re: Promissory Note




Reference is made to the loan of US$3,500,000 made by you to us in November 2009 (“Loan”) as
evidenced by the attached promissory note (“Promissory Note”).



You have stated that you wish to convert the full principal amount of the Loan into our Class G
Preference Shares immediately prior to the initial public offering and listing of our common shares
on Nasdaq (the “Qualified IPO”). In accordance with the provisions of the Promissory Note, we will
issue 713,194 Class G Preference Shares of US$0.0025 (representing the number of Class G Preference
Shares after a 1 for 40 share-split (the “Share Split”)) to you at the conversion price of
US$4.9075 (representing the adjusted price after the Share Split) immediately prior to the
Qualified IPO (“Share Entitlement”). In addition, all accrued and unpaid interest on the Loan as
of the Qualified IPO will be payable in cash. The Class G Preference Shares shall be converted to
common shares upon the occurrence of the Qualified IPO. As a consequence, the Share Entitlement
shall be converted into 713,194 of our common shares of US$0.0025 each (representing the adjusted
number of common shares after the Share Split).



Kindly sign where indicated below to agree and confirm that:-





	(i)	 	The issuance to you of the Share Entitlement shall be in full repayment of the Loan.
	 
	(ii)	 	Upon receipt of the Share Entitlement and the accrued and unpaid interest to be paid in cash,
you will have no further claim pursuant to or in connection with the Promissory Note.
	 
	(iii)	 	You shall thereupon transfer over to us the 855,832 Class G Preference Shares (representing
the adjusted number of Class G Preference Shares after the Share Split) issued to you as
security for the Promissory Note at an aggregate price of US$2,139.58 for repurchase and
cancellation.
	 
	(iv)	 	You or your officers, directors, managers or controlling persons have a pre-existing personal
or business relationship with Redgate Media Group or its




 









 








	 	 	officers, directors or controlling persons, and you have substantial experience in
evaluating and investing in/ and or providing debt financing to companies similar to
Redgate Media Group so that you are capable of evaluating the merits and risks of your
investment in Redgate Media Group and have the capacity to protect your own interests. You
are acquainted with the business of Redgate Media Group, and have been given access to all
Redgate Media Group’s information that you have requested for the purpose of evaluating
your investment in Redgate Media Group. You acknowledge that you are able to fend for
yourself and can bear economic risk of your investment. You acknowledge that any
investment in Redgate Media Group involves a high degree of risk, and represent that you
are able without materially impairing your financial condition, to suffer a complete loss
of your investment. You will be acquiring the common shares of Redgate Media Group for
your own account, not as a nominee or agent, and not with the view to, or for resale in
connection with, any distribution thereof.





Yours faithfully,

For and on behalf of

REDGATE MEDIA GROUP




	/s/ Peter Bush Brack
	 	 
	


	Peter Bush Brack
Director	 	 






We confirm and accept the above terms




Yours faithfully,

For and on behalf of

Kuwait China Investment Company Limited KSC






	/s/
Ahmad Al Hamad
	 	 
	
 





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