exv4w3w4






Exhibit 4.3.4


EXECUTION COPY




     Dated June 20, 2008


This Third Amendment Agreement is entered into between the parties signing below in relation to a
Shareholders Agreement dated 17 September 2004 as amended by an Amendment Agreement dated 12
September 2007 and a Second Amendment dated 30 November 2007 and entered into between all of the
signatories hereto (or their predecessors-in-title) except for [blank] (hereinafter “Shareholders
Agreement”).



By an agreement dated June[blank], 2008, Redgate Media Inc. (the “Company”) agreed to issue up to
21,362.26 US$0.10 Class E preference shares in aggregate (“New Shares”) to the following entities
Salhia Real Estate Company and Mercurius Partners LLP; and the following individuals, namely Mr.
Ghazi Al-Nafisi, Mr. John Pridjian, Mr. Anwar Al-Usaimi, and Mr. Abdulaziz Al-Nafisi (collectively
the “Series E Investors”). It was a condition of the Series E Investors agreeing to subscribe for
the New Shares that each of the Shareholders and the Company (who, together with the Series E
Investors, are referred to herein as “Parties” and each a “Party”) have agreed to enter into this
Third Amendment Agreement to the Shareholders 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 Third 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 D Investors”,
the following shall be added:
	 
	 	 	“and the Series E Investors”
	 
	2.	 	At Clause 1.1, the definition of “Investors” shall be amended so that the words “and/or
Series E Investors” shall be added at the end thereof.
	 
	3.	 	At Clause 12.1, the reference to “US$25,000,000” shall be deleted and replaced with
“US$40,000,000”.




 









 












	4.	 	At Clause 20.13.2, a reference to “Series E Investors” shall be added, at the end of such
clause and, the following wording shall be added:





	 	 	 
	Salhia Real Estate Company

	 	Mohammed Thunayan Al-Ghanim Street
	 

	 	PO Box 23413
	 

	 	Safat 13095, Kuwait
	 
	 	 
	Ghazi Al-Nafisi

	 	c/o Salhia Real Estate Company
	 

	 	Mohammed Thunayan Al-Ghanim Street
	 

	 	PO Box 23413
	 

	 	Safat 13095, Kuwait
	 
	 	 
	Mercurius Partners LLP

	 	5059 Napilihau Stareet
	 

	 	Suite 202
	 

	 	Lahaina HI 96761 USA
	 
	 	 
	John Pridjian

	 	300 Inverness Drive
	 

	 	La Canada Flintridge, CA 91011 USA
	 
	 	 
	Anwar Al-Usaimi

	 	c/o Salhia Real Estate Company
	 

	 	Mohammed Thunayan Al-Ghanim Street
	 

	 	PO Box 23413
	 

	 	Safat 13095, Kuwait
	 
	 	 
	Abdulaziz Al-Nafisi

	 	c/o Salhia Real Estate Company
	 

	 	Mohammed Thunayan Al-Ghanim Street
	 

	 	PO Box 23413
	 

	 	Safat 13095, Kuwait







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





	 	 	 	 	 	 	 
	Salhia Real Estate Company

	 	Class E
	 	 	13,693.75	 
	Ghazi Al-Nafisi

	 	Class E
	 	 	2,738.75	 
	Mercurius Partners LLP

	 	Class E
	 	 	2,738.75	 
	John Pridjian

	 	Class E
	 	 	821.63	 






 









 






	 	 	 	 	 	 	 
	Anwar Al-Usaimi

	 	Class E
	 	 	684.69	 
	Abdulaziz Al-Nafisi

	 	Class E
	 	 	684.69	 





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 Third 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 Robert Yung

	 	 	)	 	 	/s/ Robert Yung
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ZHU YING

	 	 	)	 	 	/s/ Zhu Ying
	in the presence of Peter Bush Brack

	 	 	)	 	 	/s/ Peter Bush Brack
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ROBERT WILLIAM HONG-SAN YUNG

	 	 	)	 	 	/s/ Robert William Hong-San Yung
	in the presence of Zhu Ying

	 	 	)	 	 	/s/ Zhu Ying
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PETER BUSH BRACK

	 	 	)	 	 	/s/ Peter Bush Brack
	in the presence of Robert Yung

	 	 	)	 	 	/s/ Robert Yung
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PAUL JOHN PHEBY

	 	 	)	 	 	/s/ Paul John Pheby
	in the presence of Robert Yung

	 	 	)	 	 	/s/ Robert Yung
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	JULIE CHRISTINE PETER

	 	 	)	 	 	/s/ Julie Christine Peter
	in the presence of Dan Diaz

	 	 	)	 	 	/s/ Dan Diaz
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	REGINALD KUFELD BRACK JR.

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

	 	 	)	 	 	/s/ Barbara S. Brack






 









 






	 	 	 	 	 	 	 
	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
	GEIER HOLDINGS LLC

	 	 	)	 	 	 
	in the presence of Alexa Steinberg

	 	 	)	 	 	/s/ Alexa Steinberg
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	REGINALD KUFELD BRACK III

	 	 	)	 	 	/s/ Reginald Kufeld Brack III
	in the presence of Jill Brack

	 	 	)	 	 	/s/ Jill Brack
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	RUPERT JAMES PURSER

	 	 	)	 	 	/s/ Rupert James Purser
	in the presence of Emily Kwok

	 	 	)	 	 	/s/ Emily Kwok
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PAUL JUSTIN HALLETT

	 	 	)	 	 	/s/ Paul Justin Hallett
	in the presence of Donald J. McMillan

	 	 	)	 	 	/s/ Donald J. McMillan
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	YANG CHA

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

	 	 	)	 	 	/s/ Zhu Ying
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	John Zwaanstra

	 	 	)	 	 	/s/ John Zwaanstra
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	MERCURIUS PARTNERS LP

	 	 	)	 	 	 
	in the presence of Shirley Leung

	 	 	)	 	 	/s/ Shirley Leung






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Jerry Sze

	 	 	)	 	 	/s/ Jerry Sze
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	ASIASTAR IT FUND, L.P.

	 	 	)	 	 	 
	in the presence of Serena He

	 	 	)	 	 	/s/ Serena He
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	JOHN PRIDJIAN

	 	 	)	 	 	/s/ John Pridjian
	in the presence of Gayane Pridjian

	 	 	)	 	 	/s/ Gayane Pridjian
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	LAU YAT FAN

	 	 	)	 	 	/s/ Lau Yat Fan
	in the presence of Zhang Wei Zhen

	 	 	)	 	 	/s/ Zhang Wei Zhen
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Ahmed Al-Saleh

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

	 	 	)	 	 	 
	UNI-ASIA LIMITED

	 	 	)	 	 	 
	in the presence of Farah El-Marabi

	 	 	)	 	 	/s/ Farah El-Marabi
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Michael Steinberg

	 	 	)	 	 	/s/ Michael Steinberg
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	HARMIR REALTY CO, LP

	 	 	)	 	 	 
	in the presence of Joseph Spanier

	 	 	)	 	 	/s/ Joseph Spanier
	 
	 	 	 	 	 	 
	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 Joseph Spanier

	 	 	)	 	 	/s/ Joseph Spanier






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Ghazi Al-Nafisi

	 	 	)	 	 	/s/ Ghazi Al-Nafisi
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	SALHIA REAL ESTATE COMPANY

	 	 	)	 	 	 
	in the presence of Anwar Al-Usaimi

	 	 	)	 	 	/s/ Anwar Al-Usaimi
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	GHAZI AL-NAFISI

	 	 	)	 	 	/s/ Ghazi Al-Nafisi
	in the presence of Marlene Gomes

	 	 	)	 	 	/s/ Marlene Gomes
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ANWAR AL-USAIMI

	 	 	)	 	 	/s/ Anwar Al-Usaimi
	in the presence of Ghazi Al-Nafisi

	 	 	)	 	 	/s/ Ghazi Al-Nafisi
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ABDULAZIZ AL-NAFISI

	 	 	)	 	 	/s/ Abdulaziz Al-Nafisi
	in the presence of Anwar Al-Usaimi

	 	 	)	 	 	/s/ Anwar Al-Usaimi