INDEMNIFICATION AGREEMENTIndemnification Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [INSERT DATE], by and between Redgate Media Group, a company incorporated in the Cayman Islands and having its registered office at Scotia Centre 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands, British West Indies (the “Company”) and [INSERT LEGAL NAME], holder of [INSERT TYPE OF ID AND ID#], of [INSERT HOME ADDRESS HERE] (the “Indemnitee”).
AMENDED AND RESTATED OPTION DEED among REDGATE MEDIA (BEIJING) CO., LTD, JIN YUE, CHEN FUJUN and REDGATE MEDIA (HONG KONG) LIMITED Dated as of September 18, 2009Option Deed • February 19th, 2010 • Redgate Media Group
Each of Party A, Party B, Party C and the Company is referred to hereinafter as a “Party” and collectively as the “Parties.” Each of Party B and Party C is also referred to hereinafter as a “Grantor” and collectively as the “Grantors.”
Dated 5 day of April 2005 and LOAN CONTRACTLoan Contract • February 19th, 2010 • Redgate Media Group • Hong Kong
Each of Party A, Party B and Party C is referred to hereinafter as a “Party” and collectively the “Parties.” Each of Party B and Party C is also referred to hereinafter as a “Borrower” and collectively as the “Borrowers.”
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.
Dated 5 day of April 2005 and EQUITY INTEREST PLEDGE CONTRACTEquity Interest Pledge Contract • February 19th, 2010 • Redgate Media Group
Each of Party A, Party B and Party C is referred to hereinafter as a “Party” and collectively the “Parties.” Each of Party B and Party C is also referred to hereinafter as a “Pledgor” and collectively as the “Pledgors.”
REDGATE MEDIA GROUP AMENDMENT AGREEMENT TO SHAREHOLDERS AGREEMENTAmendment Agreement to Shareholders Agreement • February 19th, 2010 • Redgate Media Group
This AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT (“Agreement”), effective as of December 9, 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 John Pridjian (the “Purchaser”) with reference to the material facts and circumstances set forth in the Recitals below.
Non-Competition AgreementNon-Competition Agreement • February 19th, 2010 • Redgate Media Group
This Non-Competition Agreement (hereinafter referred to as this “Agreement”) is signed by the following parties on February 2, 2008, in Beijing, China:
REDGATE MEDIA GROUP NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
This Note Purchase Agreement (the “Agreement”) is made as of the 22nd day of November 2009 (the “Effective Date”) by and among REDGATE MEDIA GROUP, a company incorporated in the Cayman Islands (the “Company”), and Kuwait China Investment Company KSC, a company incorporated in Kuwait (the “Lender”).
REDGATE MEDIA GROUP AMENDMENT AGREEMENT TO SHAREHOLDERS AGREEMENTAgreement to Shareholders Agreement • February 19th, 2010 • Redgate Media Group
This AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT (“Agreement”), effective as of December 14, 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 Lotus Equity Income Fund Limited, a Cayman Island corporation (the “Purchaser”) with reference to the material facts and circumstances set forth in the Recitals below.
December 31, 2009 Redgate Media Group Redgate Media AD Co., Ltd. and Cheng Chen () Yu Zhang () Qingping Wang () SHARES ISSUANCE AGREEMENTShares Issuance Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
Redgate Media Group (“Company”), a company incorporated under the laws of Cayman Islands with its registered office at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands, British West Indies;
Investment Framework Agreement of Shanghai Hongmen Advertising Co., Ltd. By and among Pacific Asia Mode Cube Limited Redgate Media AD Co., Ltd. Weidong Zhu Chengye Guo Shanghai Aoxue Advertising Broadcasting Co., Ltd. And Shanghai Hongmen Advertising...Non-Competition Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
The Investment Framework Agreement (hereinafter referred to as “the Agreement”) was duly signed by the following parties hereto in Beijing, China on December 19, 2007:
SUPPLEMENTAL AGREEMENT TO THE EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • February 19th, 2010 • Redgate Media Group
THIS SUPPLEMENTAL AGREEMENT TO THE EQUITY TRANSFER AGREEMENT (the “Supplemental Agreement”) is entered into on this 12th day of August 2009 by and among:
REDGATE MEDIA GROUP CLASS F PREFERENCE SHARES PURCHASE AGREEMENTClass F Preference Shares Purchase Agreement • February 19th, 2010 • Redgate Media Group • New York
This Agreement is made and entered into as of May 15, 2009 (the “Effective Date”) by and between Redgate Media Group (the “Company”), an Exempted Company incorporated in the Cayman Islands, and UNI-ASIA LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Purchaser”).
Dated 17th day of September 2004 AND ZHU YING (2) ROBERT WILLIAM HONG-SAN YUNG PETER BUSH BRACK AND AND AND AND SHAREHOLDERS AGREEMENT FOR REDGATE MEDIA INC. ROBERTSONS Solicitors & Notaries 57th Floor, The Center 99 Queen’s Road Central Hong Kong...Shareholders Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
EQUITY TRANSFER TERMINATION AGREEMENTEquity Transfer Termination Agreement • February 19th, 2010 • Redgate Media Group
ZHENHUI WANG, a natural person and citizen of the People’s Republic of China whose ID card number is 31010219690611525X and whose residential address is Flat 202, 62 Zinan Huayuan Ercun, Zizhu Road, Minhang District, Shanghai;
SUPPLEMENTAL AGREEMENT IN CONNECTION WITH THE EQUITY TRANSFER OF SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD. By and Among REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD. WEIDONG ZHU ZHENHUI WANG And WENHUA CAOSupplemental Agreement • February 19th, 2010 • Redgate Media Group
ZHENHUI WANG, a natural person and citizen of the People’s Republic of China whose ID card number is 31010219690611525X and whose residential address is Flat 202, 62 Zinan Huayuan Ercun, Zizhu Road, Minhang District, Shanghai;
Dated 30 November, 2007Second Amendment Agreement • February 19th, 2010 • Redgate Media Group
This Second Amendment Agreement is entered into between the parties signing below in relation to a Shareholders Agreement dated 17th September 2004 as amended by an Amendment Agreement dated 12th September 2007 and entered into between all of the signatories hereto (or their predecessors-in-title) except for Harmir Realty Co, LP and Michael A. Steinberg Profit Sharing Trust (hereinafter “Shareholders Agreement”).
EQUITY TRANSFER AGREEMENT IN CONNECTION WITH SHANGHAI DIANGUANG MEDIA BROADCASTING COMPANY By and Among REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD. JUANJUAN TANG And JINYU FANNon-Compete Agreement • February 19th, 2010 • Redgate Media Group
EQUITY TRANSFER AGREEMENT IN CONNECTION WITH SHANGHAI HONGMEN ADVERTISING CO., LTD. By and Among REDGATE MEDIA AD CO., LTD. WEIDONG ZHU And SHANGHAI HONGMEN ADVERTISING CO., LTD. Date: December 19, 2007 King & Wood Shanghai OfficeEquity Transfer Agreement • February 19th, 2010 • Redgate Media Group
Dated 12th September 2007Amendment Agreement • February 19th, 2010 • Redgate Media Group
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”).
FOURTH SHAREHOLDERS AMENDMENT AGREEMENTFourth Shareholders Amendment Agreement • February 19th, 2010 • Redgate Media Group
This Fourth 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, a Second Amendment dated 30 November 2007, and a Third Amendment dated June, 2008, and entered into between all of the signatories hereto (or their predecessors-in-title) (hereinafter “Shareholders Agreement”).
Translation of Chinese original] THIS AMENDMENT CONTRACT is entered into in Beijing, the PRC on this 28th day of August 2009 by and among:Redgate Media Group • February 19th, 2010
Dated June 20, 2008Third Amendment Agreement • February 19th, 2010 • Redgate Media Group
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”).
The Second Supplemental Agreement to the Subscription AgreementSecond Supplemental Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
THIS SECOND SUPPLEMENTAL AGREEMENT TO THE SUBSCRIPTION AGREEMENT (this “Agreement”) is made in Beijing, the People’s Republic of China (the “PRC”), on August 12, 2009 by and among
Dated 4th day of December 2009 SUBSCRIPTION AGREEMENT FOR CLASS G PREFERENCE SHARES IN REDGATE MEDIA GROUP K&L GATES LLP 35th Floor, Two International Finance Centre, 8 Finance Street Hong Kong, Central Tel: +852.2230.3500 Fax: +852.2511.9515Subscription Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
SUPPLEMENTAL AGREEMENT For the SHANGHAI DIANGUANG MEDIA BROADCASTING COMPANY EQUITY TRANSFER By and Among REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD. JUANJUAN TANG And JINYU FANSupplemental Agreement • February 19th, 2010 • Redgate Media Group
JINYU FAN, a natural person and citizen of the People’s Republic of China whose ID card number is 310104195808141612 and whose residential address is No. 18, Lane 481, Taixing Road, Shanghai;
EQUITY TRANSFER AGREEMENT IN CONNECTION WITH SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD. By and Among REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD. WEIDONG ZHU ZHENHUI WANG And WENHUA CAOEquity Transfer Agreement • February 19th, 2010 • Redgate Media Group
SHARES ISSUANCE AGREEMENTShares Issuance Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
Redgate Media Inc. (“Company”), a company incorporated under the laws of Cayman Islands with its registered office at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands, British West Indies;
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • February 19th, 2010 • Redgate Media Group
Non-Competition AgreementNon-Competition Agreement • February 19th, 2010 • Redgate Media Group
This Non-Competition Agreement (hereinafter referred to as this “Agreement”) is signed by the following parties on November 24, 2007, in Beijing, China:
EQUITY TRANSFER AGREEMENT IN CONNECTION WITH SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD. By and Among REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD. WEIDONG ZHU ZHENHUI WANG And WENHUA CAOEquity Transfer Agreement • February 19th, 2010 • Redgate Media Group
REDGATE MEDIA GROUP AMENDMENT AGREEMENT TO SHAREHOLDERS AGREEMENTAmendment Agreement to Shareholders Agreement • February 19th, 2010 • Redgate Media Group
This AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT (“Agreement”), effective as of December 16, 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 Avatam, LLC., a limited liability corporation organized under the laws of the State of Delaware (the “Purchaser”) with reference to the material facts and circumstances set forth in the Recitals below.
EQUITY TRANSFER AGREEMENT IN CONNECTION WITH BEIJING MEIYIXINFENG MEDIA TECHNOLOGY CO., LTD. By and Among REDGATE MEDIA AD CO., LTD. XIAOYI LU FENGCHUN LU And XIAO JIANGEquity Transfer Agreement • February 19th, 2010 • Redgate Media Group
FENGCHUN LU, a natural person and citizen of the People’s Republic of China whose ID card number is 120104197004033820 and whose residential address is Flat 2108, 18 Hongjunyingdong Road, Chaoyang District, Beijing;
FIFTH SHAREHOLDERS AMENDMENT AGREEMENTFifth Shareholders Amendment Agreement • February 19th, 2010 • Redgate Media Group • Hong Kong
This Fifth Amendment Agreement is entered into between the parties signing below (each a “Party” and together “Parties”) in relation to a Shareholders Agreement dated 17 September 2004 as amended by an Amendment Agreement dated 12 September 2007, a Second Amendment dated 30 November 2007, a Third Amendment dated June 2008 and a Fourth Amendment dated 9 December 2009 and entered into between the Parties (or their predecessors-in-title) (hereinafter “Shareholders Agreement”).
Amendment Agreement to Investment Framework Agreement by and among Redgate Interactive Advertising (Beijing) Co., Ltd. and All Natural Persons Listed in Appendix I and Beijing Yanhuang Shengshi Advertising Co., Ltd. January 12, 2010Amendment Agreement • February 19th, 2010 • Redgate Media Group
The Supplementary Agreement for Investment Framework Agreement (“Supplementary Agreement”) was executed by the following parties hereto on January 12, 2010 in Beijing, China:
