Dated 12th September 2007
Exhibit 4.3.2
Execution Copy
Dated 12th September 2007
This Amendment Agreement is entered into between the parties signing below in relation to a
Shareholders Agreement dated 17th September 2004 and entered into between all of them
(or their predecessors-in-title) except for Uni-Asia Limited (“Shareholders Agreement”).
By an agreement dated 5 Sept 2007, the Company agreed to issue up to 19,020.27 US$0.1 Class D
preference shares (“New Shares”) to Uni-Asia Limited (“Series D Investor”). It was a condition of
the Series D Investor agreeing to subscribe for the New Shares that each of the Shareholders and
the Company (who, together with the Series D Investor, are referred to herein as “Parties” and each
a “Party”) have agreed to enter into this Amendment Agreement so as to govern the terms upon which
shares shall be held in the Company.
Terms and Expressions defined in the Shareholders Agreement shall, save where amended by the terms
of this 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 Clause 1.1, the definition of “Investors” shall be amended so that the words “and/or Series D Investor” are added at the end thereof. | |
| 2. | Clause 7.2 (c) shall be amended to read as follows:- | |
| “The Series A Investors, the Series B Investors, the Series C Investors and the Series D Investor shall by majority vote be entitled to elect one Director while AsiaStar IT Fund L.P. continues to enjoy the right under Clause 7.2(b) to elect one Director, and shall be entitled to elect two Directors at such time as AsiaStar IT Fund L.P. no longer enjoy the rights to elect one Director under Clause 7.2(b).” | ||
| 3. | At Clause 7.3, the words “[Intentionally omitted"] shall be deleted and substituted by the following:- | |
| “The Series D Investor shall be entitled to appoint a single observer to attend meetings of the Board. Such observer shall be entitled to receive notices of such meetings pursuant to Clause 7.8 and the minutes thereof pursuant to Clause 7.11 subject to the observer confirming that it shall keep such information confidential and shall be subject to the same standard of duties as required by a Director in respect of its use of the same |
and provided further that
such observer shall not be entitled to vote upon any matter considered at a board meeting and
only contribute to the matters discussed at such meeting when invited to do so by a majority
of the Board.”
| 4. | At Clause 8.1, the references to the “B” Directors shall be amended by the following wording:- |
| ““B” Director appointed by Series C Investor | : Xxxxx Xxx | |||
| “B” Director appointed by Series A, B, C and D Investors | : Xxxx Xxxxxxxxx” |
| 5. | Clause 11.1(i) and Clause 11.2(h) shall be deleted, as the references to Redgate Media (HK) Limited’s rights under the Profit Target Agreement with Starsome Limited have expired. |
| 6. | At Clause 20.13.2, the following be added at the end thereof:- |
| “Series D Investor | ||||
| Address x/x Xxxxxxxx Xxxxxxxxxxx | ||||
| X.X. Xxx 000 | ||||
| Xxxxx, Xxxxxx 00000 | ||||
| Xxxxxxx xx Xxxxxxxx Xxxxxxxx 0xx Xxxxx | ||||
| Email Address: Xxxxx@Xxxxxxxxxxxxxx.xxx | ||||
| With a copy to: | ||||
| Loeb, Block & Partners LLP | ||||
| 000 Xxxx Xxxxxx | ||||
| 0xx Xxxxx | ||||
| Xxx Xxxx | ||||
| X.X. 00000 | ||||
| Attention: M. Xxxxxxx Xxxxx, Esq. | ||||
| Email Address: XXxxxx@xxxxxxxxx.xxx” |
| 7. | At Schedule 2:- |
| (i) | the reference to “Xxxxxx Xxxxx Xxxxx Xx.” shall be replaced by “Xxxxx Holdings LLC”; | ||
| (ii) | that the words “Xxxxx Xxxxx Purserblade Asia Limited Class A 626.73” shall be deleted and substituted by:- |
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| “Xxxx Xxxxxx Xxxxxxx | Class A | 376.04 | ||||
| Rupert Xxxxx Xxxxxx | Class A | 250.69” | ||||
| (iii) | At the end of Schedule 2, the following shall be added:- |
| “Uni-Asia Limited | Class D | 19,020.27 | ||||
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 Amendment Agreement on the date abovementioned.
SIGNED BY Xxxxx Xxxx Xxxxx
|
) | /s/ Xxxxx Xxxx Xxxxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
REDGATE MEDIA INC.
|
) | |||||
in the presence of Xxxxxx Xxxx
|
) | /s/ Xxxxxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXX XXXX
|
) | /s/ Xxx Xxxx | ||||
in the presence of Xxxxxx Xxxx
|
) | /s/ Xxxxxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXXX XXXXXXX XXXX-SAN YUNG
|
) | /s/ Xxxxxx Xxxxxxx Xxxx-San Yung | ||||
in the presence of Xxxxx Xxxx
|
) | /s/ Xxxxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXX XXXX XXXXX
|
) | /s/ Xxxxx Xxxx Xxxxx | ||||
in the presence of Xxxxx Xxxx
|
) | /s/ Xxxxx Xxxx |
3
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXX XXXX XXXXX
|
) | /s/ Xxxx Xxxx Xxxxx | ||||
in the presence of Xxxxxx Xxx
|
) | /s/ Xxxxxx Xxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXX XXXXXXXXX XXXXX
|
) | /s/ Xxxxx Xxxxxxxxx Xxxxx | ||||
in the presence of Xxxxxxx Xxxxx Xxxxxxxx
|
) | /s/ Xxxxxxx Xxxxx Xxxxxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXXXXX XXXXXX XXXXX XX.
|
) | /s/ Xxxxxxxx Xxxxxx Xxxxx Xx. | ||||
in the presence of Xxxxxxx Xxxxx
|
) | /s/ Xxxxxxx Xxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
AYAZ XXXXX XXXXXXX
|
) | /s/ Ayaz Xxxxx Xxxxxxx | ||||
in the presence of Xxxxx Xxx Man
|
) | /s/ Xxxxx Xxx Man | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxxxx Xxxxx Xxxxx Xx.
|
) | /s/ Xxxxxx Xxxxx Xxxxx Xx | ||||
FOR AND ON BEHALF OF
|
) | |||||
XXXXX HOLDINGS LLC
|
) | |||||
in the presence of Xxxxxxx Xxxxxxxx
|
) | /s/ Xxxxxxx Xxxxxxxx |
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SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXXXXX XXXXXX XXXXX III
|
) | /s/ Xxxxxxxx Xxxxxx Xxxxx III | ||||
in the presence of Xxxx Xxxxx
|
) | /s/ Xxxx Xxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
RUPERT XXXXX XXXXXX
|
) | /s/ Rupert Xxxxx Xxxxxx | ||||
in the presence of Xxxx Xxx Kit
|
) | /s/ Xxxx Xxx Kit | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXX XXXXXX XXXXXXX
|
) | /s/ Xxxx Xxxxxx Xxxxxxx | ||||
in the presence of Nick Feletcher
|
) | /s/ Nick Feletcher | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
YANG CHA
|
) | /s/ Yang Cha | ||||
in the presence of Xxxx Xxx
|
) | /s/ Xxxx Xxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxx Xxxxxxxx
|
) | /s/ Xxxx Xxxxxxxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
MERCURIUS PARTNERS LLP
|
) | |||||
in the presence of Xxxxxx Xxxxxxxx
|
) | /s/ Xxxxxx Xxxxxxxx |
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SIGNED SEALED AND DELIVERED
|
) | |||||
Xxxxx Xxx
|
) | /s/ Xxxxx Xxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
ASIASTAR IT FUND, L.P.
|
) | |||||
in the presence of Xxxxxx Ji
|
) | /s/ Xxxxxx Ji | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXX XXXXXXXX
|
) | /s/ Xxxx Xxxxxxxx | ||||
in the presence of Xxxxxx Xxxxxxxx
|
) | /s/ Xxxxxx Xxxxxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXX XXX FAN
|
) | /s/ Xxx Xxx Fan | ||||
in the presence of Xxxx Xxx
|
) | /s/ Xxxx Xxx | ||||
SIGNED SEALED AND DELIVERED
|
) | |||||
Xxxxx Xx-Xxxxx
|
) | /s/ Xxxxx Xx-Xxxxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
UNI-ASIA LIMITED
|
) | |||||
in the presence of Xxxxxx Xxxx
|
) | /s/ Xxxxxx Xxxx |
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