exv4w3w3






Exhibit 4.3.3



Execution Copy



Dated 30 November, 2007



This Second Amendment Agreement is entered into between the parties signing below in relation to a
Shareholders Agreement dated 17th September 2004 as amended by an Amendment Agreement
dated 12th September 2007 and entered into between all of the signatories hereto (or
their predecessors-in-title) except for Harmir Realty Co, LP and Michael A. Steinberg Profit
Sharing Trust (hereinafter “Shareholders Agreement”).



By an agreement dated 21 November 2007, Redgate Media Inc. (the “Company”) agreed to issue up to
8,917.16 US$0.1 Class D preference shares in aggregate (“New Shares”) to Harmir Realty Co, LP and
Michael A. Steinberg Profit Sharing Trust (“Series D2 Investors”). It was a condition of the Series
D2 Investors agreeing to subscribe for the New Shares that each of the Shareholders and the Company
(who, together with the Series D2 Investors, are referred to herein as “Parties” and each a
“Party”) have agreed to enter into this Second Amendment 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 Second 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 C Investors”,
the following shall be added:
	 
	 	 	“and the Series D Investors”
	 
	2.	 	At Clause 1.1, the definition of “ESOP” shall be amended so that the following is added at
the end thereof “... and the Employee Share Option Scheme dated 31st December
2004”.
	 
	3.	 	At Clause 1.1, the definition of “Investors” shall be amended so that the words “and/or
Series D Investor” shall become “and/or Series D Investors”.




 









 












	4.	 	At Clause 6.7.1, the following should be added at the end of that Clause:-
	 
	 	 	“It is agreed by the Shareholders and the Company that a total of 53,325.07 Common Shares in
the Company were issued with effect from 31st December 2004 to Lawdobo Limited as
nominee for the beneficiaries of the ESOP. The Shareholders confirm that such Shares shall
have no voting rights and that the same shall be held by Lawdobo only be used to make an
awards in accordance with the ESOP and the provisions hereof from time to time. As a
consequence, the parties have agreed that Lawdobo shall not be a signatory to this Agreement.”
	 
	5.	 	Clause 7.2 (c) shall be amended so that references to “the Series D Investor” shall become
“the Series D Investors”.
	 
	6.	 	At Clause 7.3, the words underlined shall be added to the said Clause:-
	 
	 	 	“The Series D Investors shall each be entitled to appoint a single observer for
the purposes of meetings of the Board. Such observers 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 observers confirming that they shall keep such information
confidential and shall be subject to the same standard of duties as required by a Director in
respect of its use of the same and provided further that such observers 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.	 	At Clause 20.13.2, the reference to “Series D Investor” shall become “Series D
Investors” and, at the end of such clause, the following wording shall be added:-





	 	 	 
	Harmir Realty Co. LP

	 	c/o Steinberg Asset Management, LLC

12 East 49th Street, Suite 1202

New York, NY 10017
	 
	 	 
	Michael A. Steinberg Profit Sharing Trust

	 	c/o Steinberg Asset Management, LLC

12 East 49th Street, Suite 1202

New York, NY 10017






-2-









 







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





	 	 	 	 	 	 	 
	Harmir Realty Co. LP

	 	Class D
	 	 	5,350.30	 
	 
	 	 	 	 	 	 
	Michael A. Steinberg Profit Sharing Trust

	 	Class D
	 	 	3,566.86	 





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 Second Amendment Agreement on the date
abovementioned.




	 	 	 	 	 	 	 
	SIGNED BY Peter Bush Brack

	 	 	)	 	 	/s/ Peter Bush Brack
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	REDGATE MEDIA INC.

	 	 	)	 	 	 
	in the presence of Emily Kwok

	 	 	)	 	 	/s/ Emily Kwok
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ZHU YING

	 	 	)	 	 	/s/ Zhu Ying
	in the presence of Celine Xi

	 	 	)	 	 	/s/ Celine Xi
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ROBERT WILLIAM HONG-SAN YUNG)

	 	 	 	 	 	/s/ Robert William Hong-San Yung
	in the presence of Thomas Mak

	 	 	)	 	 	/s/ Thomas Mak
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PETER BUSH BRACK

	 	 	)	 	 	/s/ Peter Bush Brack
	in the presence of Emily Kwok

	 	 	)	 	 	/s/ Emily Kwok






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PAUL JOHN PHEBY

	 	 	)	 	 	/s/ Paul John Pheby
	in the presence of Lawrence Lai

	 	 	)	 	 	/s/ Lawrence Lai
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	JULIE CHRISTINE PETER

	 	 	)	 	 	/s/ Julie Christine Peter
	in the presence of Fe Ladio

	 	 	)	 	 	/s/ Fe Ladio
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	REGINALD KUFELD BRACK JR.

	 	 	)	 	 	/s/ Reginald Kufeld Brack Jr.
	in the presence of Reginald Kufeld Brack III

	 	 	)	 	 	/s/ Reginald Kufeld Brack III
	 
	 	 	 	 	 	 
	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
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	GEIER HOLDINGS LLC

	 	 	)	 	 	 
	in the presence of Juliana Mardones

	 	 	)	 	 	/s/ Juliana Mardones
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	REGINALD KUFELD BRACK III

	 	 	)	 	 	/s/ Reginald Kufeld Brack III
	in the presence of Reginald Kufeld Brack Jr.

	 	 	)	 	 	/s/ Reginald Kufeld Brack Jr.






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	RUPERT JAMES PURSER

	 	 	)	 	 	/s/ Rupert James Purser
	in the presence of Amanda Yuen

	 	 	)	 	 	/s/ Amanda Yuen
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PAUL JUSTIN HALLETT

	 	 	)	 	 	/s/ Paul Justin Hallett
	in the presence of Ying Zhu

	 	 	)	 	 	/s/ Ying Zhu
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	YANG CHA

	 	 	)	 	 	/s/ Yang Cha
	in the presence of Ying Zhu

	 	 	)	 	 	/s/ Ying Zhu
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	John Zwaanstra

	 	 	)	 	 	/s/ John Zwaanstra
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	MERCURIUS PARTNERS LLP

	 	 	)	 	 	 
	in the presence of Ying Zhu

	 	 	)	 	 	/s/ Ying Zhu
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED

	 	 	)	 	 	 
	Jerry Sze

	 	 	)	 	 	/s/ Jerry Sze
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	ASIASTAR IT FUND, L.P.

	 	 	)	 	 	 
	in the presence of Robert Yung

	 	 	)	 	 	/s/ Robert Yung






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	JOHN PRIDJIAN

	 	 	)	 	 	/s/ John Pridjian
	in the presence of Shirley Leung

	 	 	)	 	 	/s/ Shirley Leung
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	LAU YAT FAN

	 	 	)	 	 	/s/ Lau Yat Fan
	in the presence of Robert Yung

	 	 	)	 	 	/s/ Robert Yung
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Ahmed Al-Saleh

	 	 	)	 	 	/s/ Ahmed Al-Saleh
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	UNI-ASIA LIMITED

	 	 	)	 	 	 
	in the presence of Nazih Hameed

	 	 	)	 	 	/s/ Nazih Hameed
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Michael Steinberg

	 	 	)	 	 	/s/ Michael Steinberg
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	HARMIR REALTY CO, LP

	 	 	)	 	 	 
	in the presence of Barbara Black-Galeazzi

	 	 	)	 	 	/s/ Barbara Black-Galeazzi
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Michael Steinberg

	 	 	)	 	 	/s/ Michael Steinberg
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	MICHAEL A. STEINBERG PROFIT

	 	 	)	 	 	 
	SHARING TRUST

	 	 	)	 	 	 
	in the presence of Barbara Black-Galeazzi

	 	 	)	 	 	/s/ Barbara Black-Galeazzi