REDGATE MEDIA GROUP AMENDMENT AGREEMENT TO SHAREHOLDERS AGREEMENT
Exhibit 4.3.11
AMENDMENT AGREEMENT TO SHAREHOLDERS AGREEMENT
This AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT (“Agreement”), effective as of December
18, 2009 (the “Effective Date”), is made and entered into by and among Redgate Media Group, a
corporation organized under the laws of the Cayman Islands (the “Company”), and the undersigned
Hyposwiss Private Bank Genève SA, a corporation organized under the laws of Switzerland (the
“Purchaser”) with reference to the material facts and circumstances set forth in the Recitals
below.
RECITALS
A. The Purchaser is acquiring an aggregate of six hundred and thirty-six point seven eight (636.78)
shares of Class G Preference Shares (the “Shares”).
B. The Shares were acquired by previous purchasers pursuant to that certain Class G Preference
Share Purchase Agreement on December 4, 2009.
C. The previous purchasers also became parties to the Shareholders Agreement by executing that
certain Fourth Amendment to the Shareholders Agreement (the “SHA”) dated December 4, 2009.
D. Pursuant to the terms of the SHA all provisions contained therein shall be binding on all
subsequent purchasers and transferees.
AMENDMENT
NOW, THEREFORE, in consideration of the issuance of Shares, the mutual promises and acknowledgments
hereinafter made, and other good and valuable consideration receipt of which is hereby
acknowledged, the parties agree as follows:
1. Purchaser acknowledges having received and reviewed a copy of the SHA attached hereto as
Exhibit A respectively, including all exhibits, schedules, and amendments thereto, and
understands the contents thereof.
2. Purchaser hereby joins the SHA as a “Shareholder” as defined therein, and acknowledges, accepts
to be bound by, and agrees to the terms of the SHA.
3. Purchaser’s execution of this Agreement shall be deemed an execution of the SHA and unless
specified in this Agreement the terms and conditions thereof shall be included herein by this
reference.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this
Amendment Agreement to be executed as of the date first set forth above.
Company | Purchaser | |||||||||||
REDGATE MEDIA GROUP, | HYPOSWISS PRIVATE BANK GENEVE SA | |||||||||||
A Cayman Islands corporation | A Swiss corporation | |||||||||||
By: | /s/ Xxxxx Xxxx Xxxxx | By: | /s/ Xxxx-Xxxxx Xxxxxxxxx; /s/ Xxxxxxxx Xxxxxxx | |||||||||
Name: | Xxxxx Xxxx Xxxxx | Name: | Xxxx-Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx | |||||||||
Title: | Chairman & CEO | Title: | Authorised Signatory Authorised Signatory |
EXHIBIT A
SHAREHOLDERS AGREEMENT
[See Exhibit 4.3.5]