ContractRedgate Media Group • March 9th, 2010 • Services-advertising • New York
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.
3,750,000 American Depositary Shares REDGATE MEDIA GROUP American Depositary Shares Representing 7,500,000 Common Shares (par value US$0.0025 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2010 • Redgate Media Group • Services-advertising • New York
Redgate Media Group, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,750,000 American Depositary Shares (“ADSs”) representing 7,500,000 shares (the “Firm ADSs”) of the Company’s common shares, par value US$0.0025 per share (the “Common Shares”). The respective amounts of the Firm ADSs to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 562,500 ADSs representing 1,125,000 shares (the “Option ADSs”) of Common Shares for the purpose of covering over-allotments in connection with the sale of the Firm ADSs. The Firm ADSs and the
