EX-10.18.5






Exhibit 10.18.5




REDGATE MEDIA GROUP

REDGATE MEDIA (HK) LIMITED

Suite 2703 The Centrium

60 Wyndham Street Central

Hong Kong




Date: 3 February 2010




Paul Marin Theil & Cindy Theil

3B, Block 1, 61 South Bay Road

Repulse Bay Road, Hong Kong




Dear Sirs,




Re: Loan Note




Reference is made to the loan of US$50,000 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 1,000 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$50,000 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,

Paul Marin Theil & Cindy Theil




/s/ Paul Marin Theil & Cindy Theil