exv10w14






Exhibit 10.14




INDEMNIFICATION AGREEMENT




     INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [INSERT DATE], by and between
Redgate Media Group, a company incorporated in the Cayman Islands and having its registered office
at Scotia Centre 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands,
British West Indies (the “Company”) and [INSERT LEGAL NAME], holder of [INSERT TYPE OF
ID AND ID#], of [INSERT HOME ADDRESS HERE] (the “Indemnitee”).



RECITALS




     A. The Company and Indemnitee recognize the continued difficulty in obtaining liability
insurance for its Indemnitees and officers, the significant increases in the cost of such insurance
and the general reductions in the coverage of such insurance.



     B. The Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, which subjects Indemnitees, officers, employees, controlling persons,
stockholders, agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely limited.



     C. The Indemnitee does not regard the current protection available as adequate under the
present circumstances, and Indemnitee and other Indemnitees and officers of the Company may not be
willing to serve in such capacities without additional protection.



     D. The Company (i) desires to attract and retain highly qualified individuals, such as the
Indemnitee, to serve the Company and, in part, in order to induce the Indemnitee to be involved
with the Company and (ii) wishes to provide for the indemnification and advancing of expenses to
the Indemnitee to the maximum extent permitted by law as provided herein.



     E. In view of the considerations set forth above, the Company desires that the Indemnitee be
indemnified by the Company as set forth herein.



     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:



     1. Indemnification.



          (a) Indemnification of Expenses.




               (i) Third-Party Claims. Subject to Section 8 below, the Company shall indemnify and
hold harmless Indemnitee to the fullest extent permitted by law if the Indemnitee was or is or
becomes a party to or witness, or is threatened to be made a party to or witness, any threatened,
pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any
hearing, inquiry or investigation that the Indemnitee reasonably believes might lead to the
institution of any such action, suit, proceeding or alternative dispute resolution mechanism,
whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) (other than
an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was a
director or officer of the Company, or any subsidiary of the Company, or



 









 




is or was serving at the request of the Company as a director or officer of another
corporation, partnership, limited liability company, joint venture, trust or other enterprise, or
by reason of any action or inaction on the part of the Indemnitee while serving in such capacity
(hereinafter, an “Agent”) or as a direct or indirect result of any Claim made by any third party
against the Indemnitee based on any misstatement or omission of a material fact by the Company in
violation of any duty of disclosure imposed on the Company by securities or common laws
(hereinafter an “Indemnification Event”) against any and all expenses (including attorneys’ fees
and all other costs, expenses and obligations), judgments, fines, penalties and amounts paid in
settlement (if, and only if, such settlement is approved in writing in advance by the Company,
which approval shall not be unreasonably withheld) (the “Expenses”) actually and reasonably
incurred by the Indemnitee in connection with investigating, defending or participating in
(including on appeal) such Claim if the Indemnitee acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The term “Expenses” shall not include the amount of judgments, fines, interest
or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which
are actually levied against or sustained by the Indemnitee to the extent sustained after final
adjudication.




               (ii) Derivative Actions. If the Indemnitee is a person who was or is a party or is
threatened to be made a party to any Claim by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason
of anything done or not done by him or her in any such capacity, the Company shall indemnify the
Indemnitee against any amounts paid in settlement of any such Claim and all Expenses actually and
reasonably incurred by him or her in connection with the investigation, defense, settlement or
appeal of such Claim if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Company; except that no
indemnification under this subsection shall be made in respect of any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company by a court of
competent jurisdiction due to gross negligence or willful misconduct of a culpable nature in the
performance of his or her duty to the Company, unless and only to the extent that the court in
which such proceeding was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such amounts which such other court shall deem proper.



          (b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the
Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as described
in Section 9(e) hereof) shall not have determined that Indemnitee would not be permitted to be
indemnified under applicable law or pursuant to Section 8 hereof, and (ii) the Indemnitee
acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses
to the Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition
that, if, when and to the extent that the Reviewing Party determines that the Indemnitee would not
be permitted to be so indemnified under applicable law or Section 8 hereof, the Company shall be
entitled to be reimbursed by the Indemnitee (who hereby agrees to promptly reimburse the Company)
for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or
thereafter commences legal proceedings in a court of






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competent jurisdiction to secure a determination that the Indemnitee should be indemnified
under applicable law or Section 8 hereof, any determination made by the Reviewing Party that the
Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and
the Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto (as to which all rights of appeal therefrom
have been exhausted or lapsed). The Indemnitee’s obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been
a Change in Control (as defined in Section 9(c) hereof), the Reviewing Party shall be selected by
the a majority of the Board of Directors (excluding the Indemnitee), and if there has been such a
Change in Control (other than a Change in Control which has been approved by a majority of the
Company’s Board of Directors (other than the Indemnitee) who were directors of the Company
immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal
Counsel referred to in Section 1(e) hereof. If there has been no determination by the Reviewing
Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to
be indemnified in whole or in part under applicable law or Section 8 hereof, Indemnitee shall have
the right to commence litigation seeking an initial determination by the court or challenging any
such determination by the Reviewing Party or any aspect thereof, including the legal or factual
bases therefor, and the Company hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on
the Company and the Indemnitee.




          (c) Contribution. If the indemnification provided for in Section 1(a) above for any
reason other than the statutory limitations of applicable law or as provided in Section 8, is held
by a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses,
claims, damages, expenses or liabilities in which the Company is jointly liable with the
Indemnitee, (or would be jointly liable if joined), then the Company, in lieu of indemnifying the
Indemnitee thereunder, shall contribute to the amount actually and reasonably incurred and paid or
payable by the Indemnitee as a result of such losses, claims, damages, expenses or liabilities in
such proportion as is appropriate to reflect (i) the relative benefits received by the Company and
the Indemnitee, and (ii) the relative fault of the Company and the Indemnitee in connection with
the action or inaction that resulted in such losses, claims, damages, expenses or liabilities, as
well as any other relevant equitable considerations. The relative fault of the Company and the
Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Indemnitee and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent the circumstances resulting
in such losses, claims, damages, expenses or liabilities.




     The Company and the Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. No person found guilty of fraudulent misrepresentation (within
the meaning of Section 10(f) of the Securities Act of 1933, as amended (the “Securities Act”))
shall be entitled to contribution from any person who was not found guilty of such fraudulent
misrepresentation.



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          (d) Survival Regardless of Investigation. The indemnification and contribution
provided for in this Section 1 will remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnitee.




          (e) Change in Control. The Company agrees that if there is a Change in Control of the
Company (other than a Change in Control which has been approved by a majority of the Company’s
Board of Directors who were directors of the Company immediately prior to such Change in Control)
then, with respect to all matters thereafter arising concerning the rights of Indemnitee to
payments of Expenses under this Agreement, any other agreement or the Memorandum and Articles of
Association of the Company, as amended (the “Memorandum and Articles”), the Independent Legal
Counsel (as defined in Section 9(d) hereof) shall be selected by the Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld). Such counsel, among other things,
shall render its written opinion to the Company and the Indemnitee as to whether and to what extent
the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to
abide by the determination of the Independent Legal Counsel and to pay the reasonable fees of the
Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all
expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.




          (f) Mandatory Payment of Expenses. Notwithstanding any other provision of this
Agreement, to the extent the Indemnitee has been successful on the merits or otherwise, in the
defense of any Claim referred to in Section 1(a) hereof or in the defense of any claim, issue or
matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee in connection herewith.




     2. Expenses; Indemnification Procedure.



          (a) Advancement of Expenses. Subject to Section 8 and except as prohibited by
applicable law, the Company shall advance all Expenses incurred by the Indemnitee in connection
with the investigation, defense, settlement or appeal of any Claim to which the Indemnitee is a
party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an
Agent of the Company or by reason of anything done or not done by him or her in any such capacity.
The Indemnitee hereby undertakes to promptly (i) repay such amounts advanced only if, and to the
extent that, it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Company under the provisions of this Agreement and (ii) return any excess of
the advanced Expenses over the actual indemnifiable Expenses. The advances to be made hereunder
shall be paid by the Company to the Indemnitee as soon as practicable but in any event no later
than thirty days after receipt of written demand by the Indemnitee therefor to the Company,
together with documentation evidencing that the Indemnitee has incurred such indemnifiable
Expenses.




          (b) Notice/Cooperation by Indemnitee. The Indemnitee shall give the Company notice in
writing promptly after receipt of notice of commencement of any Claim, or the threat of the
commencement of any Claim, made against the Indemnitee for which indemnification will or could be
sought under this Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address shown on the signature






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page of this Agreement (or such other person and/or address as the Company shall designate in
writing to the Indemnitee). In addition, the Indemnitee shall give the Company such information and
cooperation as the Company may reasonably request, including documentation and information
necessary to establish that the Indemnitee is entitled to indemnification hereunder.




          (c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court approval) or conviction,
or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a
court has determined that indemnification is not permitted by applicable law. In addition, neither
the failure of the Reviewing Party to have made a determination as to whether the Indemnitee has
met any particular standard of conduct or had any particular belief, nor an actual determination by
the Reviewing Party that the Indemnitee had not met such standard of conduct or did not have such
belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial
determination that the Indemnitee should be indemnified under applicable law, shall be a defense to
Indemnitee’s claim or create a presumption that the Indemnitee had not met any particular standard
of conduct or did not have any particular belief. In connection with any determination by the
Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder,
the burden of proof shall be on the Company to establish that the Indemnitee is not so entitled.




          (d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of
a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may
cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to
the insurers in accordance with the procedures set forth in each of the policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.




          (e) Selection of Counsel. In the event the Company shall be obligated hereunder to
pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim,
with counsel reasonably approved by the Indemnitee, upon the delivery to the Indemnitee of written
notice of its election to do so. After delivery of such notice, approval of such counsel by the
Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee
with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ
the Indemnitee’s counsel in any such Claim at the Indemnitee’s expense; and (ii) if (A) the
employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the
Indemnitee shall have reasonably concluded that, based on written advice of counsel, there is a
conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or
(C) the Company shall not in fact continue to retain such counsel to defend such Claim, then the
fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.







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     3. Additional Indemnification Rights; Nonexclusivity.



          (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law (except as provided in Section 8) with respect to Claims for
Indemnification Events, even if such indemnification is not specifically authorized by the other
provisions of this Agreement or any other agreement, the Memorandum and Articles of Association of
the Company, or by statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Cayman Islands company to indemnify a
member of its Board of Directors or an officer, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event
of any change in any applicable law, statute or rule which narrows the right of a Cayman Islands
company to indemnify a member of its Board of Directors or an officer, such change, to the extent
not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or the parties’ rights and obligations hereunder except as set forth in
Section 8 hereof.




          (b) Nonexclusivity. Notwithstanding anything in this Agreement, the indemnification
provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled
under the Memorandum and Articles of the Company, any agreement, any vote of stockholders or
disinterested directors, the laws of the Cayman Islands, or otherwise. Notwithstanding anything in
this Agreement, the indemnification provided under this Agreement shall continue for any action the
Indemnitee took or did not take while serving in an indemnified capacity even though the Indemnitee
may have ceased to serve in such capacity and such indemnification shall inure to the benefit of
the Indemnitee from and after the Indemnitee’s first day of service with the Company.




     4. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against the Indemnitee to the extent the
Indemnitee has otherwise actually received payment (under any insurance policy, Memorandum and
Articles or otherwise) of the amounts otherwise indemnifiable hereunder.



     5. Partial Indemnification. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for any portion of Expenses incurred in connection with
any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify the Indemnitee for the portion of such Expenses to which the Indemnitee is entitled.



     6. Mutual Acknowledgement. The Company and Indemnitee acknowledge that in certain
instances, applicable law or public policy may prohibit the Company from indemnifying its
directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or
otherwise.



     7. Liability Insurance. To the extent the Company maintains liability insurance
applicable to its directors, the Company shall use commercially reasonable efforts to provide that
the Indemnitee shall be covered by such policies in such a manner as to provide the Indemnitee the
same rights and benefits as are accorded to the most favorably insured of the Company’s directors,
if the Indemnitee is a director of the Company.



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     8. Exceptions. Notwithstanding any other provision herein to the contrary, the
Company shall not be obligated pursuant to the terms of this Agreement:



          (a) Claims Under Section 16(b). To indemnify either the Indemnitee for expenses and
the payment of profits or an accounting thereof arising from the purchase and sale by that
Indemnitee of securities in violation the provisions of Section 16(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or any similar provisions of any international,
federal, state or local statutory law, common law or foreign law;




          (b) Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts
paid in settlement of a proceeding unless the Company consents in advance in writing to such
settlement, which consent shall not be unreasonably withheld;




          (c) Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a
court having jurisdiction in the matter shall determine that such indemnification is not lawful.
In this respect, the Company and the Indemnitee have been advised that the United States Securities
and Exchange Commission takes the position that indemnification for liabilities arising under
securities laws is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication.;




          (d) Fraud. To indemnify the Indemnitee if a final decision by a court having
jurisdiction in the matter shall determine that the Indemnitee has committed fraud or dishonesty on
the Company;




          (e) Insurance. To indemnify the Indemnitee for which payment is actually and fully
made to the Indemnitee under a valid and collectible insurance policy;




          (f) Company Contracts. To indemnify the Indemnitee with respect to any Claim related
to any dispute or breach arising under any contract or similar obligation between the Company and
the Indemnitee;




          (g) Personal Tax Matter. To indemnify the Indemnitee with respect to the Indeminitee’s
personal tax matter; or




          (h) Proceedings Against the Company. To indemnify the Indemnitee in connection
with any proceeding initiated by the Indemnitee against the Company, any subsidiary or any director
or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the
Board of Directors has consented to the initiation of such proceeding; or (ii) the proceeding is
one to enforce indemnification rights under this Agreement or any applicable law




     9. Construction of Certain Phrases.



          (a) For purposes of this Agreement, references to the “Company” shall include, in addition to
the resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors and officers, so that if the Indemnitee is or
was or may be deemed a director or officer of such constituent corporation, or is or was or may be
deemed to be serving at the request of such






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constituent corporation as a director or officer of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, the Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or surviving
corporation as the Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.




          (b) For purposes of this Agreement, references to “other enterprises” shall include employee
benefit plans; and references to “serving at the request of the Company” shall include any service
as a director or officer of the Company which imposes duties on, or involves services by, that
director or officer with respect to an employee benefit plan, its participants or its
beneficiaries; and if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan,
the Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the
Company” as referred to in this Agreement.




          (c) For purposes of this Agreement a “Change in Control” shall be deemed to have occurred if
(i) any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
other than a trustee or other fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 30% of the total voting power represented by the
Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for election by the
Company’s stockholders was approved by a vote of at least a majority of the directors of the
Company then still in office who either were a director at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute
a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation other than a merger or consolidation which would result in
the Voting Securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting Securities of the surviving
entity) at least two-thirds (2/3) of the total voting power represented by the Voting Securities of
the Company or such surviving entity outstanding immediately after such merger or consolidation, or
(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company’s assets; provided that in no event
shall a Change in Control be deemed to include (i) a merger, consolidation or reorganization of the
Company for the purpose of changing the Company’s state of incorporation and in which there is no
substantial change in the shareholders of the Company or its successor (as the case may be), or
(ii) the Company’s first firm commitment underwritten public offering of any of its securities to
the general public pursuant to (i) a registration statement filed under the Securities Act, or (ii)
the securities laws applicable to an offering of securities in another jurisdiction pursuant to
which such securities will be listed on an internationally recognized securities exchange (the
“IPO”).







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          (d) For purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm
of attorneys, selected in accordance with the provisions of Section 1(e) hereof, who shall not have
otherwise performed services for the Company or the Indemnitee within the last two (2) (other than
with respect to matters concerning the right of the Indemnitee under this Agreement, or of other
director or officer of the Company under similar indemnity agreements).




          (e) For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or
body consisting of a member or members of the Company’s Board of Directors (other than the
Indemnitee) or any other person or body appointed by the Board of Directors who is not a named
party to the particular Claim for which the Indemnitee is seeking indemnification, or Independent
Legal Counsel.




          (f) For purposes of this Agreement, “Voting Securities” shall mean any securities of the
Company that vote generally in the election of members of the Company’s Board of Directors.




     10. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.



     11. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their respective successors,
assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company, spouses, heirs, and
personal and legal representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a
substantial part, of the business and/or assets of the Company, by written agreement in form and
substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform
if no such succession had taken place. This Agreement shall continue in effect with respect to
Claims relating to Indemnifiable Events regardless of whether the Indemnitee continues to serve as
a director or officer of the Company or of any other enterprise, including subsidiaries of the
Company, at the Company’s request.



     12. Attorneys’ Fees. Subject to Section 8 and except as prohibited by applicable law,
in the event that any action is instituted by the Indemnitee under this Agreement or under any
liability insurance policies maintained by the Company to enforce or interpret any of the terms
hereof or thereof, the Indemnitee shall be entitled to be paid all Expenses actually and reasonably
incurred by the Indemnitee with respect to such action, regardless of whether the Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement of Expenses with
respect to such action, unless, as a part of such action, a court of competent jurisdiction over
such action in a final non-appealable decision determines that the material assertions made by the
Indemnitee as a basis for such action was not made in good faith or was frivolous. In the event of
an action instituted by or in the name of the Company under this Agreement to enforce or interpret
any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all Expenses
actually and reasonably incurred by the Indemnitee in defense of such action (including costs and
expenses incurred with respect to the Indemnitee’s counterclaims and cross-



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claims made in such action), and shall be entitled to the advancement of Expenses with respect
to such action, unless, as a part of such action, a court having jurisdiction over such action in a
final non-appealable decision determines that the Indemnitee’s material defenses to such action was
made in bad faith or was frivolous.




     13. Notice. All notices and other communications required or permitted hereunder
shall be in writing, shall be effective when given, and shall in any event be deemed to be given
(a) five (5) days after deposit with any applicable postal service, if delivered by first class
mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the
business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d)
one day after the business day of delivery by facsimile transmission, if deliverable by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be addressed if to
Indemnitee, at the addresses as set forth beneath the Indemnitee’s signature to this Agreement and
if to the Company at the address of its principal corporate offices (attention: Chief Executive
Officer), or at such other address as such party may designate by ten (10) days’ advance written
notice to the other party hereto.



     14. Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitations, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.



     15. Choice of Law. This Agreement shall be governed by and its provisions construed
and enforced in accordance with the laws of the Hong Kong Special Administrative Region, without
regard to the conflict of laws principles thereof.



     16. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee who
shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such rights.



     17. Amendment and Termination. Except as provided in Section 20, no amendment,
modification, termination or cancellation of this Agreement shall be effective unless it is in
writing signed by the parties to be bound thereby. Notice of same shall be provided to all parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.



     18. No Construction as Employment Agreement. Nothing contained in this Agreement
shall be construed as giving the Indemnitee any right to be retained in the employ or service of
the Company or any of its subsidiaries.



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     19. Corporate Authority. The Board of Directors of the Company and its shareholders
in accordance with Cayman Islands law have approved the terms of this Agreement.



     20. Duration of Agreement. All agreements and obligations of the Company contained
herein shall continue during the period the Indemnitee is a director or officer of the Company (or
is or was serving at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise) and shall continue
thereafter so long as the Indemnitee shall be subject to any Claim by reason of his or her serving
in the capacity as an Agent of the Company at the time any liability or expense is incurred for
which indemnification can be provided under this Agreement.



[The remainder of this page is intentionally left blank.]








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     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as
of the day and year first above written.



	 	 	 	 	 
	COMPANY: 

 	REDGATE MEDIA GROUP

 	 
	 	By:  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	INDEMNITEE:  	As Individual:

 
	 	
 	 
	 	Name:  	 
	 	Address: 	 
	 




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