EX-10.19.1






Exhibit 10.19.1



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE
144 UNDER SUCH ACT.



IN ADDITION, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE,
DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF
SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING
THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO
REGISTRATION STATEMENT NO. 333-164983 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT
IN ACCORDANCE WITH FINRA RULE 5110(G)(2).




REDGATE MEDIA GROUP




REPRESENTATIVES’ WARRANT



                Common Shares



               , 2010



     This REPRESENTATIVES’ WARRANT (this “Warrant”) of Redgate Media Group, a corporation duly
organized and validly existing under the laws of the Cayman Islands (the “Company”), is being
issued pursuant to that certain Underwriting Agreement, dated as of                , 2010 (the
“Underwriting Agreement”), by and among the Company and Brean Murray, Carret & Co., LLC and
I-Bankers Securities, Inc., as representatives of the underwriters (the “Representatives”),
relating to a firm commitment public offering (the “Offering”) of 4,400,000 American Depository
Shares (“Depository Shares”), each representing two common shares (“Common Shares”) of the Company,
par value $0.0025 per share.



     FOR VALUE RECEIVED, the Company hereby grants to                 and its permitted successors and
assigns (collectively, the “Holder”) the right to purchase from the Company up to                 (               )
Common Shares at a per share purchase price equal to $120% of the IPO price (the “Exercise
Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.



     1. Date of Warrant Exercise. This Warrant shall become exercisable on the date that
is 540 days from the Base Date (the “Exercise Date”). As used in this Warrant, the term “Base



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Date”
shall mean                , 2010. Except as otherwise provided for herein or as permitted by
applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), this Warrant shall
not be sold, transferred, assigned, pledged or hypothecated prior to the Exercise Date.




     2. Expiration of Warrant. This Warrant shall expire on the five (5) year anniversary
of the Base Date (the “Expiration Date”).



     3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of
this Section 3.



          3.1 Manner of Exercise.




          (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and
on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or
in part (but not as to fractional shares) with respect to any portion of this Warrant, during the
Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which
commercial banking institutions in New York, New York or Hong Kong are authorized by law to be
closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained
pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached
as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the
Holder, together with the payment of the aggregate Exercise Price for the number of Common Shares
purchased upon exercise of this Warrant (the “Warrant Shares”). Upon surrender of this Warrant,
the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace
it with a new Warrant document in accordance with Section 3.3




          (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be
accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in
immediately available funds for the number of Common Shares being purchased by the Holder upon such
exercise.




          (c) The aggregate Exercise Price for the number of Common Shares being purchased may also, in
the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election
of the Holder:




               (i) in the form of Common Shares owned by the Holder (based on the Fair Market Value (as
defined below) of such Common Shares on the date of exercise);



               (ii) in the form of Common Shares withheld by the Company from the Common Shares otherwise to
be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of
exercise equal to the aggregate Exercise Price of the Common Shares being purchased by the Holder;
or



               (iii) by a combination of the foregoing, provided that the combined value of all cash and the
Fair Market Value of any Common Shares surrendered to the Company



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is at least equal to the aggregate Exercise Price for the number of Common Shares being
purchased by the Holder.




          For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular
date, for the Common Shares, the average closing price of the Common Shares for the five (5)
trading days immediately preceding the applicable exercise herein as officially reported by the
principal securities exchange on which the Depository Shares are then listed or admitted to
trading. If the Common Shares are not listed or admitted to trading on any securities exchange
directly or in the form of Depository Shares, the Fair Market Value of whichever of the Common
Shares or Depository Shares is not trading shall, for purposes of this paragraph, be as determined
in good faith by resolution of the Board of Directors of the Company, based on the best information
available to it.




          For purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c)(ii)
(or for a portion thereof for which cashless exercise treatment is requested as contemplated by
Section 3.1(c)(iii) hereof), the calculation of such exercise shall be as follows:




          X = Y (A-B)/A




          where:




          X = the number of Common Shares to be issued to the Holder
(rounded to the nearest whole share).




          Y = the number of Common Shares with respect to which this
Warrant is being exercised.




          A = the Fair Market Value of a Common Share.




          B = the Exercise Price.




          (d) For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood,
and acknowledged that the Common Shares issuable upon exercise of this Warrant in a cashless
exercise transaction as described in Section 3.1(c) above shall be deemed to have been acquired at
the time this Warrant was issued. Moreover, it is intended, understood, and acknowledged that the
holding period for the Common Shares issuable upon exercise of this Warrant in a cashless exercise
transaction as described in Section 3.1(c) above shall be deemed to have commenced on the date this
Warrant was issued.




          3.2 When Exercise Effective. Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the Business Day on which this Warrant
shall have been duly surrendered to the Company as provided in Sections 3.1 and 12 hereof, and, at
such time, the Holder in whose name any certificate or certificates for Depository Shares shall be
issuable upon exercise as provided in Section 3.3 hereof shall be deemed to have become the holder
or holders of record thereof of the number of Common Shares purchased upon exercise of this
Warrant.






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          3.3 Delivery of Common Share Certificates and New Warrant. As soon as reasonably
practicable after each exercise of this Warrant, in whole or in part, and in any event within five
(5) Business Days thereafter, the Company, at its expense (including the payment by it of any
applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof
or, subject to Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any
applicable transfer taxes) may direct:




          (a) a certificate or certificates (with appropriate restrictive legends, as applicable) for
the number of duly authorized, validly issued and fully paid Common Shares to which the Holder
shall be entitled upon exercise or, if the Holder chooses, Depository Shares representing such
Common Shares, subject to satisfaction of any requirements of the depositary bank conditions to
issuing depositary shares. For the avoidance of doubt, all costs of issuing the Depositary Shares
and satisfying any condition of the depositary bank shall be for the account of the Company; and




          (b) in case exercise is in part only, a new Warrant document of like tenor, dated the date
hereof, for the remaining number of Warrant Shares issuable upon exercise of this Warrant after
giving effect to the partial exercise of this Warrant (including the delivery of any Warrant Shares
as payment of the Exercise Price for such partial exercise of this Warrant).




     4. Certain Adjustments. For so long as this Warrant is outstanding:



          4.1 Mergers or Consolidations. If at any time after the date hereof there shall be a
capital reorganization (other than a combination or subdivision of Common Shares otherwise provided
for herein) resulting in a reclassification to or change in the terms of securities issuable upon
exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with
another corporation, association, partnership, organization, business, individual, government or
political subdivision thereof or a governmental agency (a “Person” or the “Persons”) (other than a
merger with another Person in which the Company is a continuing corporation and which does not
result in any reclassification or change in the terms of securities issuable upon exercise of this
Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company)
(a “Merger”), then, as a part of such Reorganization or Merger, lawful provision and adjustment
shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of stock or any other equity or debt securities or property
receivable upon such Reorganization or Merger by a holder of the number of underlying securities
which might have been purchased upon exercise of this Warrant immediately prior to such
Reorganization or Merger. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Warrant with respect to the rights and interests of the
Holder after the Reorganization or Merger to the end that the provisions of this Warrant (including
adjustment of the Exercise Price then in effect and the number of Common Shares) shall be
applicable after that event, as near as reasonably may be, in relation to any shares of stock,
securities, property or other assets thereafter deliverable upon exercise of this Warrant. The
provisions of this Section 4.1 shall similarly apply to successive Reorganizations and/or Mergers.







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          4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time
or from time to time effectuate a split or subdivision of the outstanding Common Shares or pay a
dividend in or make a distribution payable in additional Common Shares or Common Share Equivalents
without payment of any consideration by such holder for the additional Common Shares or Common
Share Equivalents (including the additional Common Shares issuable upon conversion or exercise
thereof), then, as of the applicable record date (or the date of such distribution, split or
subdivision if no record date is fixed), the per share Exercise Price shall be appropriately
decreased and the number of Common Shares shall be appropriately increased in proportion to such
increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall
be made in the event the split, subdivision, dividend or distribution is not effectuated.




          4.3 Combination of Shares. If the number of Common Shares outstanding at any time
after the date hereof is decreased by a combination of the outstanding Common Shares, the Exercise
Price shall be appropriately increased and the number of shares of Depository Shares shall be
appropriately decreased in proportion to such decrease in outstanding shares.




          4.4 Adjustments for Other Distributions. In the event the Company shall declare a
distribution payable in securities of other Persons, evidences of indebtedness issued by the
Company or other Persons, assets (excluding cash dividends or distributions to the holders of
Common Shares paid out of current or retained earnings and declared by the Company’s board of
directors) or options or rights not referred to in Sections 4.1, 4.2 or 4.3, in each case without
consideration being payable by holders of Common Shares eligible to receive such distribution,
then, in each such case for the purpose of this Section 4.4 upon exercise of this Warrant, the
Holder shall be entitled to a proportionate share of any such distribution as though the Holder was
the actual record holder of the number of Common Shares issuable upon exercise of this Warrant as
of the record date fixed for the determination of the holders of Common Shares of the Company
entitled to receive such distribution.




          4.5 No Adjustment. No adjustment under this section shall be made under this Section 4 other
than those adjustments expressly provided for in this Section 4. For the avoidance of doubt, no
issuance of securities of the Company pursuant to option or share awards under the Company’s
current or future share option schemes or stock incentive plans and issuance of earn-out shares in
connection with the Company’s acquisitions shall result in any adjustment under this Section.




     5. No Impairment. The Company will not, by amendment of its articles of association
or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or
sale of securities or any other voluntary action, intentionally avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith
use its reasonable efforts to assist in the carrying out of all of the terms and in the taking of
all actions necessary or appropriate in order to protect the rights of the Holder against
impairment.



     6. Chief Financial Officer’s Report as to Adjustments. With respect to each
adjustment pursuant to Section 4 of this Warrant, the Company, at its expense, will promptly
compute the adjustment or re-adjustment in accordance with the terms of this Warrant and cause its
Chief Financial Officer to certify the computation (other than any computation of the fair



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value of property of the Company, as the case may be) and prepare a report setting forth, in
reasonable detail, the event requiring the adjustment or re-adjustment and the amount of such
adjustment or re-adjustment, the method of calculation thereof and the facts upon which the
adjustment or re-adjustment is based, and the Exercise Price and the number of Warrant Shares or
other securities purchasable hereunder after giving effect to such adjustment or re-adjustment,
which report shall be mailed by first class mail, postage prepaid to the Holder. The Company will
also keep copies of all reports at its office maintained pursuant to Section 10.2(a) hereof and
will cause them to be available for inspection at the office during normal business hours upon
reasonable notice by the Holder or any prospective purchaser of the Warrant designated by the
Holder thereof.




     7. Reservation of Shares. The Company shall, solely for the purpose of effecting the
exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available
out of its authorized Common Shares, free from all taxes, liens and charges with respect to the
issue thereof and not subject to preemptive rights or other similar rights of shareholders of the
Company, such number of its Common Shares as shall from time to time be sufficient to effect in
full the exercise of this Warrant. If at any time the number of authorized but unissued Common
Shares shall not be sufficient to effect in full the exercise of this Warrant, in addition to such
other remedies as shall be available to Holder, the Company will promptly take such corporate
action as may, in the opinion of its counsel, be necessary to increase the number of authorized but
unissued Common Shares to such number of shares as shall be sufficient for such purposes, including
without limitation, using its Reasonable Best Efforts (as defined in Section 14 hereof) to obtain
the requisite shareholder approval necessary to increase the number of authorized Common Shares.
The Company hereby represents and warrants that all Common Shares issuable upon exercise of this
Warrant shall be duly authorized and, when issued and paid for upon exercise, shall be validly
issued and fully paid.



     8. Registration and Listing.



          8.1 Definition of Registrable Securities; Majority. As used herein, the term
“Registrable Securities” means any securities issuable upon the exercise of this Warrant, until the
date (if any) on which such shares shall have been transferred or exchanged and new certificates
for them not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent disposition of them shall not require registration or qualification of them under
the Securities Act or any similar state law then in force. For purposes of this Warrant, the term
“Majority”, in reference to the holders of Registrable Securities, shall mean in excess of fifty
percent (50%) of the then outstanding Warrant Shares (assuming the exercise of the entire Warrant)
that: (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof
or any of their respective affiliates, members of their family, Persons acting as nominees or in
conjunction therewith and (ii) have not been resold to the public pursuant to a registration
statement filed under the Securities Act.




          8.2 Incidental Registration Rights.




          (a) If the Company, at any time on or after the Exercise Date and on or before the five (5)
year anniversary of the Base Date, proposes to register any of its Common Shares






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and related Depository Shares under the Securities Act (other than in connection with a
registration on Form F-4, F-8 or S-8 or any successor forms) whether for its own account or for the
account of any holder or holders of its shares other than Registrable Securities (any shares of
such holder or holders (but not those of the Company and not Registrable Securities) with respect
to any registration are referred to herein as, “Other Shares”), the Company shall each such time
give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof)
written notice to the holders of record of Registrable Securities of its intention to do so. Upon
the written request of any such holder of Registrable Securities made within ten (10) days after
the receipt of any such notice (which request shall specify the Registrable Securities intended to
be disposed of by such holder), except as set forth in Section 8.2(b), the Company will use its
Reasonable Best Efforts to effect the registration under the Securities Act of all of the
Registrable Securities which the Company has been so requested to register by such holder, to the
extent requisite to permit the disposition of the Registrable Securities so to be registered, by
inclusion of such Registrable Securities in the registration statement which covers the securities
which the Company proposes to register; provided, however, that if, at any time after giving
written notice of its intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company shall determine for
any reason in its sole discretion either to not register, to delay or to withdraw registration of
such securities, the Company may, at its election, give written notice of such determination to
such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case
of a determination to delay registration, shall be permitted to delay registering any Registrable
Securities for the same period as the delay in registering such other securities (including the
Other Shares), and (iii) in the case of a determination to withdraw registration, shall be
permitted to withdraw registration. The Company will pay all Registration Expenses in connection
with each registration of Registrable Securities pursuant to this Section 8.2.




          (b) If the Company at any time proposes to register any of its securities under the Securities
Act as contemplated by Section 8.2(a) and such securities are to be distributed by or through one
or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its
Reasonable Best Efforts to arrange for such underwriters to include all the Registrable Securities
to be offered and sold by such holder among the securities to be distributed by such underwriters,
provided that if the managing underwriter of such underwritten offering shall inform the Company by
letter of its belief that inclusion in such distribution of all or a specified number of such
securities proposed to be distributed by such underwriters would interfere with the successful
marketing of the securities being distributed by such underwriters (such letter to state the basis
of such belief and the approximate number of such Registrable Securities, such Other Shares and
shares held by the Company proposed so to be registered which may be distributed without such
effect), then the Company may, upon written notice to such holder, the other holders of Registrable
Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of
Common Shares desired to be included in such registration (if and to the extent stated by such
managing underwriter to be necessary to eliminate such effect) the number of such Registrable
Securities and Other Shares the registration of which shall have been requested by each holder
thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so
included in such






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registration, together with the number of securities to be included in such registration for
the account of the Company, shall be equal to the number of shares stated in such managing
underwriter’s letter.




          8.3 Registration Procedures. Whenever the holders of Registrable Securities have
properly requested that any Registrable Securities be registered pursuant to Section 8.2, the
Company shall use its Reasonable Best Efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:




          (a) prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its Reasonable Best Efforts to cause such registration statement to become
effective;




          (b) notify such holders of the effectiveness of each registration statement filed hereunder
and prepare and file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended methods of disposition by
the sellers thereof set forth in such registration statement;




          (c) furnish to such holders such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration statement (including
each preliminary prospectus) and such other documents as such seller may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such holders;




          (d) use its Reasonable Best Efforts to register or qualify such Registrable Securities under
such other securities or blue sky laws of such jurisdictions as such holders reasonably request and
do any and all other acts and things which may be reasonably necessary or advisable to enable such
holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such holders; provided, however, that the Company shall not be required to: (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify but for this
subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general
service of process in any such jurisdiction;




          (e) notify such holders, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement of a material fact
or omits any material fact necessary to make the statements therein, in light of the circumstances
in which they are made, not materially misleading, and, at the reasonable request of such holders,
the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances in which they are made, not materially
misleading;







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          (f) provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;




          (g) make available for inspection by any underwriter participating in any disposition pursuant
to such registration statement, and any attorney, accountant or other agent retained by any such
underwriter, all financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company’s officers, directors, managers, employees and independent
accountants to supply all information reasonably requested by any such underwriter, attorney,
accountant or agent in connection with such registration statement;




          (h) in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any Registrable Securities included in such registration
statement for sale in any jurisdiction, the Company shall use its Reasonable Best Efforts promptly
to obtain the withdrawal of such order;




          (i) use its Reasonable Best Efforts to cause any Registrable Securities covered by such
registration statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the sellers thereof to consummate the disposition of such
Registrable Securities; and




          (j) if the offering is underwritten, use its Reasonable Best Efforts to furnish on the date
that Registrable Securities are delivered to the underwriters for sale pursuant to such
registration, an opinion dated such date of counsel representing the Company for the purposes of
such registration, addressed to the underwriters covering such issues as are reasonably required by
such underwriters.




          8.4 Listing. The Company shall secure the listing of the Depository Shares
representing the Common Shares underlying this Warrant upon each national securities exchange or
automated quotation system upon which Depository Shares are then listed or quoted (subject to
official notice of issuance) and shall maintain such listing of Depository Shares. The Company
shall at all times comply in all material respects with the Company’s reporting, filing and other
obligations under the by-laws or rules of the NASDAQ Global Market (or such other national
securities exchange or market on which the Depository Shares may then be listed, as applicable).




          8.5 Expenses. The Company shall pay all Registration Expenses relating to the
registration and listing obligations set forth in this Section 8. For purposes of this Warrant,
the term “Registration Expenses” means: (a) all registration, filing and FINRA (as defined below)
fees, (b) all reasonable fees and expenses of complying with securities or blue sky laws, (c) all
word processing, duplicating and printing expenses, (d) the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses of any special audits
or “cold comfort” letters required by or incident to such performance and compliance, (e) premiums
and other costs of policies of insurance (if any) against liabilities arising out of the public
offering of the Registrable Securities being registered if the Company






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desires such insurance, if any, and (f) fees and disbursements of one counsel for the selling
holders of Registrable Securities; provided however, that, in any case where Registration Expenses
are not to be borne by the Company, such expenses shall not include (and such expenses shall be
borne by the Company): (i) salaries of Company personnel or general overhead expenses of the
Company, (ii) auditing fees, (iii) premiums or other expenses relating to liability insurance
required by underwriters of the Company, or (iv) other expenses for the preparation of financial
statements or other data, to the extent that any of the foregoing either is normally prepared by
the Company in the ordinary course of its business or would have been incurred by the Company had
no public offering taken place. Registration Expenses shall not include any underwriting discounts
and commissions and non-accountable expenses allowance which may be incurred in the sale of any
Registrable Securities and transfer taxes of the selling holders of Registrable Securities.




          8.6 Information Provided by Holders. Any holder of Registrable Securities included in
any registration shall prepare and furnish at its own costs to the Company such information as the
Company may reasonably request in writing to enable the Company to comply with the provisions
hereof in connection with any registration referred to in this Warrant.




          8.7 FINRA Cobradesk Filings. In the event that a registration statement covering the
Registrable Securities is filed, within one (1) Business Day of the filing of such registration
statement, the Company will prepare and file the selling stockholder resale offering described in
such registration statement for review by the FINRA via the FINRA’s CobraDesk filing system
(“CobraDesk Filing”) for the purpose of having the prospectus contained within such registration
statement treated as a “base prospectus” in connection with such resale offering. The Company will
use its Reasonable Best Efforts to have the CobraDesk Filing approved by FINRA within thirty (30)
days of such filing date. The Company shall bear all expenses of the CobraDesk Filing, including
fees and expenses of counsel or other advisors to the Holder. In all circumstances, the Company
shall pay for all FINRA filing fees associated with the CobraDesk Filing.




          8.8 Effectiveness Period. The Company shall use its Reasonable Best Efforts to keep
each registration statement contemplated hereunder continuously effective under the Securities Act
until the date which is the earlier date of when (i) all Registrable Securities covered by such
Registration Statement have been sold or (ii) all Registrable Securities covered by such
Registration Statement may be sold immediately without registration under the Securities Act.




          8.9 Net Cash Settlement. Notwithstanding anything herein to the contrary, in no event
will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu
of physical settlement, regardless of whether the securities underlying this Warrant are registered
pursuant to an effective registration statement; provided, however, that the foregoing will not
preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its
registration obligations hereunder.







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          9. Restrictions on Transfer.




          9.1 Restrictive Legends. This Warrant and each Warrant issued upon transfer or in
substitution for this Warrant pursuant to Section 10 hereof, each certificate for Common Shares
issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such
Common Shares shall be transferable only upon satisfaction of the conditions specified in this
Section 9. Each of the foregoing securities shall be stamped or otherwise imprinted with a legend
reflecting the restrictions on transfer set forth herein and any restrictions required under the
Securities Act or other applicable securities laws.




          9.2 Notice of Proposed Transfer. Prior to any transfer of any securities which are
not registered under an effective registration statement under the Securities Act (“Restricted
Securities”), which transfer may only occur if there is an exemption from the registration
provisions of the Securities Act and all other applicable securities laws, the Holder will give
written notice to the Company of the Holder’s intention to effect a transfer (and shall describe
the manner and circumstances of the proposed transfer). The following provisions shall apply to any
proposed transfer of Restricted Securities:




               (i) If in the opinion of counsel for the Holder reasonably satisfactory to the Company the
proposed transfer may be effected without registration of the Restricted Securities under the
Securities Act (which opinion shall state in detail the basis of the legal conclusions reached
therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in
accordance with the terms of the notice delivered by the Holder to the Company. Each certificate
representing the Restricted Securities issued upon or in connection with any transfer shall bear
the restrictive legends required by Section 9.1 hereof.



               (ii) If the opinion called for in (i) above is not delivered, the Holder shall not be entitled
to transfer the Restricted Securities until either: (x) receipt by the Company of a further notice
from such Holder pursuant to the foregoing provisions of this Section 9.2 and fulfillment of the
provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered
under the Securities Act.



          9.3 Certain Other Transfer Restrictions. Notwithstanding any other provision of this
Section 9: (i) prior to the Exercise Date, this Warrant or the Restricted Securities thereunder may
only be transferred or assigned to the persons permitted under FINRA Rule 5110(g), and (ii) no
opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof
to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be
subject to the terms hereof to the same extent as if the transferee were the original purchaser
hereof and such transfer is permitted under applicable securities laws.




          9.4 Termination of Restrictions. Except as set forth in Section 9.3 hereof, the
restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall
cease and terminate as to any particular Restricted Securities: (a) which shall have been
effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for
the holder thereof and counsel for the Company, such restrictions are no longer required in order
to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions
shall cease






11









 







and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive
from the Company, without expense (other than applicable transfer taxes, if any), new securities of
like tenor not bearing the applicable legends required by Section 9.1 hereof.




     10. Ownership, Transfer, Sale and Substitution of Warrant.



          10.1 Ownership of Warrant. The Company may treat any Person in whose name this
Warrant is registered in the Warrant Register maintained pursuant to Section 10.2(b) hereof as the
owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that,
if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated
to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any
notice to the contrary. Subject to Sections 9 and 10 hereof, this Warrant, if properly assigned,
may be exercised by a new holder without a new Warrant first having been issued.




          10.2 Office; Exchange of Warrant.




          (a) The Company will maintain its principal office at the location identified in the
prospectus relating to the Offering or at such other offices as set forth in the Company’s most
current filing (as of the date notice is to be given) under the Exchange Act or as the Company
otherwise notifies the Holder.




          (b) The Company shall cause to be kept at its office maintained pursuant to Section 10.2(a)
hereof a Warrant Register for the registration and transfer of the Warrant. The name and address
of the holder of the Warrant, the transfers thereof and the name and address of the transferee of
the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant
shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes
of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.




          (c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for
exchange at the office of the Company maintained pursuant to Section 10.2(a) hereof, the Company at
its expense will (subject to compliance with Section 9 hereof, if applicable) execute and deliver
to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such holder
or as such holder (upon payment by such holder of any applicable transfer taxes) may direct,
calling in the aggregate on the face thereof for the number of Common Shares called for on the face
of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of
Warrant Shares).




          10.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to
the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant
for cancellation at the office of the Company maintained pursuant to Section 10.2(a) hereof, the
Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and
dated the date hereof.






12









 








          10.4 Opinions. In connection with the sale of the Warrant Shares by Holder, the
Company agrees to cooperate with the Holder, and at the Company’s expense, have its counsel provide
any legal opinions required to remove the restrictive legends from the Warrant Shares in connection
with a sale, transfer or legend removal request of Holder.




     11. No Rights or Liabilities as Stockholder. No Holder shall be entitled to vote or
receive dividends or be deemed the holder of any Common Shares or any other securities of the
Company which may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of
par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until the Warrant shall have been exercised
and the Common Shares purchasable upon the exercise hereof shall have become deliverable, as
provided herein. The Holder will not be entitled to share in the assets of the Company in the
event of a liquidation, dissolution or the winding up of the Company.



     12. Notices. Any notice or other communication in connection with this Warrant shall
be given in writing and directed to the parties hereto as follows: (a) if to the Holder, c/o
                or (b) if to the Company, to the attention of its Chief
Executive Officer at its office maintained pursuant to Section 10.2(a) hereof; provided, that the
exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices
shall be deemed properly delivered and received when delivered to the notice party (i) if
personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon
mechanical confirmation of successful transmission thereof generated by the sending telecopy
machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on
the first Business Day after deposit with such courier service, or (iv) if sent by registered or
certified mail, fifteen (15) Business Days after deposit thereof with the postal services.



     13. Payment of Taxes. The Company will pay all documentary stamp taxes attributable
to the issuance of Common Shares underlying this Warrant upon exercise of this Warrant; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the transfer or registration of this Warrant or any certificate for Common
Shares underlying this Warrant in a name other that of the Holder. The Holder is responsible for
all other tax liability that may arise as a result of holding or transferring this Warrant or
receiving the Common Shares underlying this Warrant upon exercise hereof.



     14. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be
construed and enforced in accordance with and governed by the laws of the State of New York. The
section headings in this Warrant are for purposes of convenience only and shall not constitute a
part hereof. When used herein, the term “Reasonable Best Efforts” means, with



13









 




respect to the applicable obligation of the Company, reasonable best efforts for similarly
situated, publicly-traded companies.




[Signature Page Follows]






14









 








          IN WITNESS WHEREOF, the Company has caused this Representatives’ Warrant to be duly executed
as of the date first above written.



	 	 	 	 	 
	 	REDGATE MEDIA GROUP

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




15











 





EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]



To REDGATE MEDIA GROUP:




     The undersigned registered holder of the within Warrant hereby irrevocably exercises the
Warrant pursuant to Section 3.1 of the Warrant with respect to                                          Warrant
Shares, at an exercise price per share of $[    ], and requests that the certificates
for such Warrant Shares be issued, subject to Sections 9 and 10, in the name of, and delivered to:



	 	 	 	 
	 	 

	 	 
	 	 	 	 
	 	 

	 	 
	 	 	 	 
	 	 

	 	 






     The undersigned hereby elects to receive the Warrant Shares in the form of: [check one]



     [    ] Common Share certificate



     [    ] Depository Shares or Receipts therefor



     The undersigned is hereby making payment for the Warrant Shares in the following manner:
[check one]



     [    ] by cash in accordance with Section 3.1(b) of the Warrant



     [    ] via cashless exercise in accordance with Section 3.1(c) of the Warrant in the
following manner:



 





 





 





     The undersigned hereby represents and warrants that the undersigned is acquiring such shares
for its own account for investment purposes only, and not for resale or with a view to distribution
of such shares or any part thereof and it is, and has been since its acquisition of the Warrant,
the record and beneficial owner of the Warrant.



     The undersigned hereby represents and warrants that it is, and has been since its acquisition
of the Warrant, the record and beneficial owner of the Warrant.


Dated:                     







A-1









 








	 	 	 	 	 	 	 
	   	 	 
	Print or Type Name	 	 
	 
	 	 	 	 	 	 
	(Signature must conform in all respects to name of holder as specified on the face
of Warrant)

	 
	 	 	 	 	 	 
	   	 	 
	(Street Address)	 	 
	 
	 	 	 	 	 	 
	   	 	 
	(City)

	 	(State)
	 	(Zip Code)	 	 






 









 






EXHIBIT B

FORM OF ASSIGNMENT

[To be executed only upon transfer of Warrant]




     For value received, the undersigned registered holder of the within Warrant hereby sells,
assigns and transfers unto                      [include name and addresses] the rights
represented by the Warrant to purchase                      Common Shares of REDGATE MEDIA GROUP to which the
Warrant relates, and appoints                                          Attorney to make such transfer on the books of
REDGATE MEDIA GROUP maintained for the purpose, with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Signature must conform in all respects
to name of holder as specified on the
face of Warrant)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Street Address)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(City)
	 	(State)
	 	(Zip Code)
	 
	 	 	 	 	 	 	 	 
	 

	 	Signed in the presence of:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Signature of Transferee)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Street Address)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(City)
	 	(State)
	 	(Zip Code)
	 
	 	 	 	 	 	 	 	 
	 

	 	Signed in the presence of: