Dated June 20, 2008
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], 0000, Xxxxxxx 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 Xx.
Xxxxx Xx-Xxxxxx, Xx. Xxxx Xxxxxxxx, Xx. Xxxxx Al-Usaimi, and Xx. Xxxxxxxxx Xx-Xxxxxx (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
|
Xxxxxxxx Xxxxxxxx Xx-Xxxxxx Xxxxxx | |
| XX Xxx 00000 | ||
| Xxxxx 00000, Xxxxxx | ||
Xxxxx Xx-Xxxxxx
|
c/o Salhia Real Estate Company | |
| Xxxxxxxx Xxxxxxxx Xx-Xxxxxx Xxxxxx | ||
| XX Xxx 00000 | ||
| Xxxxx 00000, Xxxxxx | ||
Mercurius Partners LLP
|
0000 Xxxxxxxxx Xxxxxxx | |
| Xxxxx 000 | ||
| Xxxxxxx XX 00000 XXX | ||
Xxxx Xxxxxxxx
|
000 Xxxxxxxxx Xxxxx | |
| Xx Xxxxxx Xxxxxxxxxx, XX 00000 XXX | ||
Anwar Al-Usaimi
|
c/o Salhia Real Estate Company | |
| Xxxxxxxx Xxxxxxxx Xx-Xxxxxx Xxxxxx | ||
| XX Xxx 00000 | ||
| Xxxxx 00000, Xxxxxx | ||
Xxxxxxxxx Xx-Xxxxxx
|
c/o Salhia Real Estate Company | |
| Xxxxxxxx Xxxxxxxx Xx-Xxxxxx Xxxxxx | ||
| XX Xxx 00000 | ||
| Xxxxx 00000, Xxxxxx |
| 5. | At Schedule 2, the following shall be added at the end thereof: |
Salhia Real Estate Company
|
Class E | 13,693.75 | ||||
Xxxxx Xx-Xxxxxx
|
Class E | 2,738.75 | ||||
Mercurius Partners LLP
|
Class E | 2,738.75 | ||||
Xxxx Xxxxxxxx
|
Class E | 821.63 |
Anwar Al-Usaimi
|
Class E | 684.69 | ||||
Xxxxxxxxx Xx-Xxxxxx
|
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 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 Xxxxx Xxxx Xxxxx
|
) | /s/ Xxxxx Xxxx Xxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXXX XXXXXXX XXXX-SAN YUNG
|
) | /s/ Xxxxxx Xxxxxxx Xxxx-San Yung | ||||
in the presence of Xxx Xxxx
|
) | /s/ Xxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXX XXXX XXXXX
|
) | /s/ Xxxxx Xxxx Xxxxx | ||||
in the presence of Xxxxxx Xxxx
|
) | /s/ Xxxxxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXX XXXX XXXXX
|
) | /s/ Xxxx Xxxx Xxxxx | ||||
in the presence of Xxxxxx Xxxx
|
) | /s/ Xxxxxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXX XXXXXXXXX XXXXX
|
) | /s/ Xxxxx Xxxxxxxxx Xxxxx | ||||
in the presence of Xxx Xxxx
|
) | /s/ Xxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXXXXX XXXXXX XXXXX XX.
|
) | /s/ Xxxxxxxx Xxxxxx Xxxxx Xx. | ||||
in the presence of Xxxxxxx X. Xxxxx
|
) | /s/ Xxxxxxx X. 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 | ||||
XXXXX HOLDINGS LLC
|
) | |||||
in the presence of Xxxxx Xxxxxxxxx
|
) | /s/ Xxxxx Xxxxxxxxx | ||||
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 Xxxxx Xxxx
|
) | /s/ Xxxxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXX XXXXXX XXXXXXX
|
) | /s/ Xxxx Xxxxxx Xxxxxxx | ||||
in the presence of Xxxxxx X. XxXxxxxx
|
) | /s/ Xxxxxx X. XxXxxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
YANG CHA
|
) | /s/ Yang Cha | ||||
in the presence of Xxx Xxxx
|
) | /s/ Xxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxx Xxxxxxxxx
|
) | /s/ Xxxx Xxxxxxxxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
MERCURIUS PARTNERS LP
|
) | |||||
in the presence of Xxxxxxx Xxxxx
|
) | /s/ Xxxxxxx Xxxxx |
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxxx Xxx
|
) | /s/ Xxxxx Xxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
ASIASTAR IT FUND, L.P.
|
) | |||||
in the presence of Serena He
|
) | /s/ Serena He | ||||
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 Zhang Xxx Xxxx
|
) | /s/ Zhang Xxx Xxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxxx Xx-Xxxxx
|
) | /s/ Xxxxx Xx-Xxxxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
UNI-ASIA LIMITED
|
) | |||||
in the presence of Farah El-Marabi
|
) | /s/ Farah El-Marabi | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxxxxx Xxxxxxxxx
|
) | /s/ Xxxxxxx Xxxxxxxxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
HARMIR REALTY CO, LP
|
) | |||||
in the presence of Xxxxxx Xxxxxxx
|
) | /s/ Xxxxxx Xxxxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxxxxx Xxxxxxxxx
|
) | /s/ Xxxxxxx Xxxxxxxxx | ||||
FOR AND ON BEHALF OF
|
) | |||||
XXXXXXX X. XXXXXXXXX PROFIT
|
) | |||||
SHARING TRUST
|
) | |||||
in the presence of Xxxxxx Xxxxxxx
|
) | /s/ Xxxxxx Xxxxxxx |
SIGNED SEALED AND DELIVERED BY
|
) | |||||
Xxxxx Xx-Xxxxxx
|
) | /s/ Xxxxx Xx-Xxxxxx | ||||
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
|
) | |||||
XXXXX XX-XXXXXX
|
) | /s/ Xxxxx Xx-Xxxxxx | ||||
in the presence of Xxxxxxx Xxxxx
|
) | /s/ Xxxxxxx Xxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
ANWAR AL-USAIMI
|
) | /s/ Anwar Al-Usaimi | ||||
in the presence of Xxxxx Xx-Xxxxxx
|
) | /s/ Xxxxx Xx-Xxxxxx | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
XXXXXXXXX XX-XXXXXX
|
) | /s/ Xxxxxxxxx Xx-Xxxxxx | ||||
in the presence of Anwar Al-Usaimi
|
) | /s/ Anwar Al-Usaimi |
