EX-10.18.11






Exhibit 10.18.11




REDGATE MEDIA GROUP

REDGATE MEDIA (HK) LIMITED

Suite 2703 The Centrium

60 Wyndham Street Central

Hong Kong




Date: 3 February 2010




Swan Street Partners LLP (formerly

Mercurius Partners LLP)

70 South Lake Avenue

Suite 1000

Pasadena

CA 91101

USA




Dear Sirs,




Re: Loan Note



Reference is made to the loan of US$800,000 made by you to Redgate Media (HK) Limited on 20 May
2004 (“Loan”) as evidenced by the attached loan note (“Loan Note”). As you know, the Loan was used
by Redgate Media (HK) Limited to acquire 8,000 shares in RGM Ventures Limited (“Shares”), which
Shares are held by you on trust for Redgate Media (HK) Limited pursuant to a declaration of trust
dated 30 June 2004.



You have stated that you wish the Loan to be repaid to you upon the initial public offering of
common shares of Redgate Media Group (the “IPO”). In accordance with the provisions of the Loan
Note, Redgate Media (HK) Limited has irrevocably elected to repay you by way of issuing common
shares of Redgate Media Group to you at the conversion price equal to 95% of the per share IPO
price (the “IPO Price”) upon the IPO (the “Share Entitlement”). As a consequence, your
entitlement shall be to receive such number of common shares of Redgate Media Group equal to a
fraction, where the numerator is US$800,000 and the denominator is 95% of the IPO Price (“Share
Entitlement”).



Kindly sign where indicated below to agree and confirm:-





	(i)	 	that the issuance to you of the Share Entitlement shall be in full repayment of the Loan.
	 
	(ii)	 	that upon receipt of the Share Entitlement, you will have no further claim pursuant to or in
connection with the Loan Note.
	 
	(iii)	 	that you shall thereupon transfer over to Redgate Media (HK) the Shares.




 









 






	(iv)	 	that 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 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

REDGATE MEDIA (HK) LIMITED





/s/ Peter Bush Brack


Peter Bush Brack

Director




We confirm and accept the above terms




Yours faithfully,

For and on behalf of

Swan Street Partners LLP




/s/ John Pridjian