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], ▇▇▇▇, ▇▇▇▇▇▇▇ 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 ▇▇.
▇▇▇▇▇ ▇▇-▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ Al-Usaimi, and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ (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
|
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇ ▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ | ||
▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
|
c/o Salhia Real Estate Company | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇ ▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ | ||
Mercurius Partners LLP
|
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇▇▇ | ||
| ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ | ||
▇▇▇▇ ▇▇▇▇▇▇▇▇
|
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ | ||
Anwar Al-Usaimi
|
c/o Salhia Real Estate Company | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇ ▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ | ||
▇▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
|
c/o Salhia Real Estate Company | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇ ▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ |
| 5. | At Schedule 2, the following shall be added at the end thereof: |
Salhia Real Estate Company
|
Class E | 13,693.75 | ||||
▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
|
Class E | 2,738.75 | ||||
Mercurius Partners LLP
|
Class E | 2,738.75 | ||||
▇▇▇▇ ▇▇▇▇▇▇▇▇
|
Class E | 821.63 |
Anwar Al-Usaimi
|
Class E | 684.69 | ||||
▇▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
|
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 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ||||
FOR AND ON BEHALF OF
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) | |||||
REDGATE MEDIA INC.
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) | |||||
in the presence of ▇▇▇▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇ ▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-SAN YUNG
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) | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-San Yung | ||||
in the presence of ▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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) | /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
in the presence of ▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
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) | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. | ||||
in the presence of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
SIGNED SEALED AND DELIVERED BY
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) | |||||
AYAZ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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) | /s/ Ayaz ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇ ▇▇▇ Man
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) | /s/ ▇▇▇▇▇ ▇▇▇ Man | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
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) | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ | ||||
▇▇▇▇▇ HOLDINGS LLC
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) | |||||
in the presence of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ III
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) | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ III | ||||
in the presence of ▇▇▇▇ ▇▇▇▇▇
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) | /s/ ▇▇▇▇ ▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
RUPERT ▇▇▇▇▇ ▇▇▇▇▇▇
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) | /s/ Rupert ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
YANG CHA
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) | /s/ Yang Cha | ||||
in the presence of ▇▇▇ ▇▇▇▇
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) | /s/ ▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
FOR AND ON BEHALF OF
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) | |||||
MERCURIUS PARTNERS LP
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) | |||||
in the presence of ▇▇▇▇▇▇▇ ▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇▇▇ ▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇▇ | ||||
FOR AND ON BEHALF OF
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) | |||||
ASIASTAR IT FUND, L.P.
|
) | |||||
in the presence of Serena He
|
) | /s/ Serena He | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
▇▇▇▇ ▇▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
▇▇▇ ▇▇▇ FAN
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) | /s/ ▇▇▇ ▇▇▇ Fan | ||||
in the presence of Zhang ▇▇▇ ▇▇▇▇
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) | /s/ Zhang ▇▇▇ ▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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▇▇▇▇▇ ▇▇-▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇-▇▇▇▇▇ | ||||
FOR AND ON BEHALF OF
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) | |||||
UNI-ASIA LIMITED
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) | |||||
in the presence of Farah El-Marabi
|
) | /s/ Farah El-Marabi | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
FOR AND ON BEHALF OF
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) | |||||
HARMIR REALTY CO, LP
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) | |||||
in the presence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
) | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
FOR AND ON BEHALF OF
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) | |||||
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ PROFIT
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) | |||||
SHARING TRUST
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) | |||||
in the presence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ | ||||
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
|
) | |||||
▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ | ||||
in the presence of ▇▇▇▇▇▇▇ ▇▇▇▇▇
|
) | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
|
) | |||||
ANWAR AL-USAIMI
|
) | /s/ Anwar Al-Usaimi | ||||
in the presence of ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
|
) | /s/ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ | ||||
SIGNED SEALED AND DELIVERED BY
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) | |||||
▇▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
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) | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ | ||||
in the presence of Anwar Al-Usaimi
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) | /s/ Anwar Al-Usaimi |