SHARE PURCHASE AGREEMENT CERTAIN SHAREHOLDERS (as listed in Exhibit A hereto) - and - GIGAMEDIA CHINA LIMITED January 17, 2007
Exhibit 4.45
SPA for Canadian Investors
CERTAIN SHAREHOLDERS
(as listed in Exhibit A hereto)
- and -
GIGAMEDIA CHINA LIMITED
January 17, 2007
This Share Purchase Agreement (this “Agreement”), dated as of January 17, 2007, is entered
into and made by and among
Certain shareholders of T2CN Holding Limited (“Company”) as identified in Exhibit A hereto,
and
GIGAMEDIA CHINA LIMITED, a limited liability company organized and existing under the laws of
the British Virgin Islands (the “Purchaser”), and
(The above shareholders shall be referred to collectively as the “Selling Shareholders”, and
individually as “Selling Shareholder”).
WHEREAS,
(i) The Company is a limited liability company duly organized and existing under the laws of
the British Virgin Islands, and has issued 45,448,001 Ordinary Shares (as hereinafter defined) and
10,500,000 preferred shares;
(ii) Each of the Selling Shareholders holds the number of Ordinary Shares of the Company as
specified in Exhibit A on the date hereof and wishes to sell all such shares (the “Purchase
Shares”) to the Purchaser, and the Purchaser wishes to purchase from each of the Selling
Shareholders the Purchase Shares, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1 DEFINITIONS
Unless otherwise defined in this Agreement or the November 25, 2006 Shareholders’ Agreement,
capitalized terms used herein shall have the following meanings:
“Domestic ICP Enterprise” means Shanghai T2 Entertainment Co., Ltd.
(
), a domestic Chinese limited liability company registered in Shanghai
to engage in value-added telecommunications services.
), a domestic Chinese limited liability company registered in Shanghai
to engage in value-added telecommunications services.
“GIGAMEDIA” means GigaMedia Limited, a company listed on the NASDAQ and the parent company of
the Purchaser.
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“Happy Digital” means a company established in Chengdu City with the Chinese name of
“
”.
“
”.
“MAA” means the Amended and Restated Memorandum and Articles of Association of the Company
dated on November 12, 2006.
“New Articles” means the Amended and Restated Memorandum and Articles of Association of the
Company, in form and substance to be agreed upon by the Company, the Purchaser, the Selling
Shareholders, other existing shareholders (together with the Selling Shareholders, the “Existing
Shareholders”) of the Company and certain other parties thereto.
“New Shareholders’ Agreement” means the Amended and Restated Shareholders’ Agreement of the
Company, among the Company, the Purchaser, other Existing Shareholders and certain other parties
thereto, in form and substance to be agreed upon by the parties thereto.
“Net Operating Income” as used in this agreement shall mean the Company’s net income in U.S.
dollars as defined in U.S. GAAP and ascertained by the Purchaser, with the following adjustments:
(1) adding back non-cash option based compensation to employees and executives of the Company; (2)
normalizing the game license fee for the online game Aeronaut paid by the Company to JC
Entertainment Corporation during the 1st half of 2007, as if such license fees were all capitalized
and amortized over the duration of the relevant license agreement; and (3) the sum of the net
income so calculated after taking account of the above items (1) and (2) multiplying by a fraction,
the numerator of which shall be the total number of the issued and outstanding Ordinary Shares and
preferred shares of the Company as at the execution date of this Agreement and the denominator of
which shall be the aggregate number of the issued and outstanding Ordinary Shares and preferred
shares of the Company on June 30, 2007 excluding (i) 300,000 shares reserved for the
acquisition of Happy Digital as agreed upon in the November 25, 2006 Shareholders’ Agreement and
the MAA; and (ii) any additional preferred shares issued based on 2006 Accounts (as defined
therein) of the Company as agreed upon in Article XV of the November 25, 2006 Shareholders’
Agreement.
“November 25, 2006 Shareholders’ Agreement” means the Amended and Restated Shareholders’
Agreement of the Company, dated November 25, 2006, among the Company, the Existing Shareholders and
certain other parties thereto.
“Ordinary Shares” means the ordinary shares of the Company, par value US$0.01 per share.
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SECTION 2 AGREEMENT TO PURCHASE AND SALE
2.1 Agreement to Purchase and Sale. Subject to the terms and conditions of
this Agreement, the Purchaser shall purchase the Purchase Shares from each of the Selling
Shareholders for a price as ascertained in Section 2.2 hereof.
2.2 Purchase Price. The total purchase price for each of the Selling Shareholders
(“Purchase Price”) shall be the purchase price per Purchase Share multiplying by the number of the
Purchase Shares to be sold by such Selling Shareholder, and the purchase price per Purchase Share
shall be
(i) US$1.05 if the Net Operating Income for the first half of 2007 is not more than US$
1,000,000;
(ii) US$1.25 if the Net Operating Income for the first half of 2007 is US$ 1,500,000; or
(iii) US$1.45 if the Net Operating Income for the first half of 2007 is not less than US$
2,500,000.
The Purchase Price per Purchase Share should be adjusted on a pro rata basis if the Net
Operating Income for the first half of 2007 falls between the above 3 threshold amounts. By way of
example, if the Net Operating Income for the first half of 2007 is more than US$ 1,000,000 but less
than US$ 1,500,000, the Purchase Price per Purchase Share shall be the sum of (0.4 multiplying by
the amount of the Net Operating Income for the first half of 2007 and then divided by 1,000,000)
and US$ 0.65; if the Net Operating Income for the first half of 2007 is more than US$ 1,500,000 but
less than US$ 2,500,000, the Purchase Price per Purchase Share shall be the sum of (0.2 multiplying
by the amount of the Net Operating Income for the first half of 2007 and then divided by 1,000,000)
and US$ 0.95.
2.3 Payment of the Purchase Price. The Purchase Price payable to each of the
Selling Shareholders by the Purchaser shall be paid in the following two installments:
(i) Subject to the terms and conditions under this Agreement, the first installment of the
Purchaser Price (as specified in Exhibit A attached hereto) payable to each of the Selling
Shareholders (“First Installment”) shall be paid in cash by the Purchaser at the Closing.
(ii) Subject to the terms and conditions under this Agreement, the remaining Purchase Price
payable to each of the Selling Shareholders (“Second Installment”) shall be paid in cash on August
15, 2007.
The Selling Shareholders hereby authorize [Xx. Xxxxx X. Dear] to receive any and all Purchase
Price payable to it/him by the Purchaser. Upon remittance of the Purchase Price due and payable to
a Selling Shareholder to an account designated by [Xxxxx X. Dear] in writing, which designation
shall be instructed to the Purchaser fourteen (14) days prior to the respective dates of payment,
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the Purchaser shall be deemed having performed its payment obligation to such Selling
Shareholder.
SECTION 3 CLOSING; DELIVERY
3.1 Closing. The transfer of the Purchase Shares (the “Closing”) shall take
place at the offices of the Company, 12th Floor, Xingyuan Xxxxxxxxxx Xxxxx, Xx. 000
Xxxxxxx Xxxx, Xxxxxxxx 000000, Xxxxx, on February 12, 2007 (the “Closing Date”), or at such other
place and time as the parties hereto may mutually agree. Upon the Closing, all the rights and
benefits attached to and in relation to the Purchase Shares (including but not limited to the
dividends attributable to the Selling Shareholders in respect of any and all Purchase Shares if
any) shall be transferred from the Selling Shareholders to the Purchaser.
3.2 Delivery at the Closing. At the Closing, each of the Selling shareholders
shall, through their representative Xx. Xxxxx X. Dear, deliver the following items to the
Purchaser:
(i) The total Purchase Shares, together with duly issued share certificates of the total
Purchase Shares in the name of the Purchaser;
(ii) A compliance certificate, signed by such Selling Shareholder, certifying that all
the representations and warranties of such Selling Shareholder hereunder are true, correct and
complete, and all the conditions hereunder have been fulfilled;
(iii) An unaudited financial balance sheet, cash flow statement and profit and loss
statement of the Company for the full year of 2006 and an unaudited balance sheet, and profit and
loss statement of the Company dated as of January 31, 2007, which shall be satisfactory in form and
substance to the Purchaser.
At the Closing, the Purchaser shall pay the First Installment to [Xx. Xxxxx X. Dear] against
receipt of all deliverables under items (i) through (iii) of Section 3.2 hereof. On the date of
receipt of the First Installment, Xx. Xxxxx Mr. Dear shall, on behalf of each of the Selling
Shareholders, issue a written receipt acknowledging such receipt to the Purchaser.
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS
Each of the Selling Shareholders hereby represent and warrant to the Purchaser that the
statements in this Section 4 are all true, correct and complete as of the date hereof, as of the
Closing Date and, to the best of it/hisknowledge, as of the payment date of the Second Installment:
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4.1 Organization, Good Standing and Qualification. The Company is duly organized,
validly existing and in good standing under, and by virtue of, the laws of the British Virgin
Islands and has all requisite power and authority to own its properties and assets and to carry on
its business as now conducted and as proposed to be conducted. The Company is qualified to do
business and is in good standing in each jurisdiction where failure to be so qualified would have
an adverse effect on its financial condition, business, prospects or operations, or otherwise.
4.2 Capitalization. Immediately prior to the Closing, the authorized shares of the
Company shall consist of the following:
(i) Ordinary Shares. A total of 55,000,000 authorized Ordinary Shares of
which 45,448,001 shares are issued and outstanding.
(ii) Preferred Shares. A total of 25,000,000 authorized preferred shares, of
which 10,500,000 shares are issued and outstanding.
(iii) Options, Warrants, Reserved Shares. Except for (a) the conversion privileges
of the said Preferred Shares, (b) the preemptive rights provided in the November 25, 2006
Shareholders’ Agreement, and (c) 5,180,000 Ordinary Shares reserved for the Company’s employee
ownership plans approved by the Board of directors of the Company, (d) 300,000 Ordinary shares
reserved for the acquisition of Happy Digital as agreed upon in the November 25, 2006 Shareholders’
Agreement and the MAA, there are no options, warrants, conversions privileges or other rights or
agreements outstanding or under which the Company is or may become obliged to issue any securities
of any class or series except as set forth above. Apart from the exceptions noted in this Section
4.2, none of the Company’s outstanding shares, and no shares issuable upon exercise, conversion, or
exchange of any outstanding options or other shares issuable by the Company, are subject to any and
all liens, security interests, adverse claims, charges or encumbrances (collectively “Liens”),
preemptive rights, rights of first refusal, or other rights to purchase such shares (whether in
favor of the Company or any other person).
4.3 Valid Issuance of Purchase Shares. The Purchase Shares have been duly authorized
and validly issued and are fully paid and non-assessable, accounting for respective percentages of
the total issued and outstanding shares of the Company as specified in Exhibit A hereto and free
and clear of any and all Liens. The Selling Shareholder is the true and lawful owner of the
Purchase Shares with the full and valid title to any and all Purchase Shares.
4.4 Due Authorization. All actions by the Company and such Selling Shareholder and,
as applicable, their respective officers, directors and shareholders necessary for the
authorization, execution and delivery of, and the performance of any and all obligations of the
Company and such Selling Shareholder under this Agreement and all other agreements, instruments and
documents executed and delivered in connection with the transactions contemplated hereby (the
“Ancillary Agreements”), has been taken or will be taken prior to the Closing. This Agreement
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and the Ancillary Agreements, when executed and delivered by such Selling Shareholder, are
valid and legally binding obligations of such Selling Shareholder, subject, as to enforcement of
remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws
affecting creditors’ rights generally and to general equitable principles.
4.5 No Conflicts. The execution and delivery of this Agreement and any and all
Ancillary Agreements by such Selling Shareholder and the performance of its/his obligations
hereunder and thereunder will not result in (i) any conflict with the memorandum and
articles of association of such Selling Shareholder (if any) and the Company, (ii) any
breach or violation of, conflict with or default under any law, statute, regulation, judgment,
order, decree, license, permit or other governmental authorization or any mortgage, lease,
agreement, deed of trust, indenture or any other instrument to which any of the Selling Shareholder
or the Company is a party or by which such Selling Shareholder or the Company or their respective
properties or assets are bound, or (iii) the creation or imposition of any Liens against
the Company.
4.6 Financial Statements. Exhibit B hereto sets forth an unaudited combined balance
sheet and income statements of the Company (the foregoing financial statements and any notes
thereto are hereinafter referred to as the “Financial Statements”) as of November 30, 2006 (the
“Balance Sheet Date”). Such Financial Statements (a) accord with the books and records of the
Company, (b) are true, correct and complete and present fairly the financial condition of the
Company as of the date or dates therein indicated and the results of operations for the period or
periods therein specified, and (c) have been prepared in accordance with US generally accepted
accounting principles applied on a consistent basis. Other than expressly disclosed in the
Financial Statements, the Company does not have, directly or indirectly, material actual or
contingent liabilities in any nature whatsoever.
4.7 Activities since Balance Sheet Date. Since the Balance Sheet Date, there has
been no material change in the Company, including but not limited to its assets, liabilities,
financial condition and operating results.
4.8 Disclosure. The Selling Shareholder has provided the Purchaser with all
information needed for the Purchaser to decide whether to purchase the Purchase Shares. There has
been no omission of any material facts or misrepresentation of any statement herein.
SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Selling Shareholders that the statements
in this Section 5 are all true, correct and complete as of the date hereof and as of the Closing
Date:
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5.1 Authorization. All corporate actions by the Purchaser and, as applicable, its
officers, directors and shareholders necessary for the authorization, execution and delivery of,
and the performance of any and all of its obligations under this Agreement and the Ancillary
Agreements has been taken or will be taken prior to the Closing. This Agreement and the Ancillary
Agreements, when executed and delivered by the Purchaser, constitute valid and legally binding
obligations of the Purchaser, subject, as to enforcement of remedies, to applicable bankruptcy,
insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and
to general equitable principles.
5.2 No Conflicts; Consents and Approvals, etc. The execution and delivery of this
Agreement by the Purchaser and the performance of its obligations hereunder will not result in
(i) any conflict with the certificate of incorporation, by-laws or other constitutive
documents of the Purchaser, or (ii) any breach or violation of, conflict with or default
under any applicable law, statute, regulation, judgment, order, decree, license, permit or other
governmental authorization.
SECTION 6 ADDITIONAL COVENANTS
6.1 Filing of the New Articles. Each of the Selling Shareholders shall cause the New
Articles to be filed by the Company with the British Virgin Islands Registrar of Companies as soon
as practicable following the Closing.
6.2 Operation in Ordinary Course. Each of the Selling Shareholders undertake that the
Company will be operated in the ordinary course of business, consistent with past practice, and as
reasonably directed by the Purchaser, from the date hereof through the Closing Date.
SECTION 7 CONDITIONS TO CLOSING BY PURCHASER
The obligations of the Purchaser to complete the Closing are subject to the fulfillment on or
prior to the Closing Date of the following conditions by the Selling Shareholder, any one or more
of which may be waived by the Purchaser in writing:
7.1 Representations and Warranties True and Correct. Any and all the representations
and warranties made by the Selling Shareholder in Section 4 hereof shall be true and correct and
complete when made, and shall be true and correct and complete as of the Closing Date and to the
best of its/his knowledge, as of the date of payment of the Second Installment with the same force
and effect as if they had been made on and as of such dates.
7.2 Performance of Obligations. The Selling Shareholder shall have performed and
complied with all agreements, obligations and conditions contained in
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this Agreement that are required to be performed or complied with by it on or before the
Closing.
7.3 New Articles. The New Articles shall have been duly adopted by the Company by all
necessary corporate actions of its Board of Directors and its shareholders.
7.4 Execution of New Shareholders’ Agreement. The New Shareholders’ Agreement in a
form and having a content satisfactory to the Purchaser shall have been duly executed and delivered
by all parties thereto (other than the Purchaser), and shall be in full force and effect.
7.5 Consents, Approvals and Waivers under the November 25, 2006 Shareholders’
Agreement. All the prior written consents and approvals contained in the November 25, 2006
Shareholders’ Agreement shall have been obtained. Each other Existing Shareholders of the Company
shall have delivered a written waiver, in form and substance satisfactory to the Purchaser, waiving
any right such shareholder may have to notice of the transactions contemplated hereunder and under
any ancillary agreement entered pursuant thereto, waiving any right of first refusal or co-sale
right such shareholder may enjoy with respect to the sale of the Purchase Shares hereunder and
waiving any restrictions on the transfer or other disposition of the shares in the Company by
Selling Shareholders under the November 25, 2006 Shareholders’ Agreement. The Execution of the New
Shareholders’ Agreement by an Existing Shareholder of the Company shall be deemed a waiver by such
Existing Shareholder of its/his rights aforesaid.
7.6 No Material Adverse Change. Since the date hereof, there has been no material
adverse change in the Company, including but not limited to its assets, liabilities, financial
condition and operating results.
7.7 Replacement of Directors. Prior to the Closing, any and all directors of the
Company appointed and/or nominated by the Selling Shareholder shall have been removed from office
and replaced with those appointed and/or nominated by the Purchaser.
7.8 Successful Transfer of Local ICP Enterprise. Prior to the Closing, any and all
nominee shareholders of the Domestic ICP Enterprise that have been designated by any shareholder of
the Company shall be replaced with the persons designated by the Purchaser and that all the
agreements and documents in relation to the original nominees shall be terminated and replaced with
those between new nominees and related parties.
7.9 Selling Shareholders’ Deliverables. The Selling Shareholder‘s deliverables
specified in Section 3.2 has been delivered to the Purchaser prior to or on the Closing Date.
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SECTION 8 CONDITIONS TO PAYMENT OF SECOND INSTALLMENT
8.1 Conditions to Payment. The obligations of the Purchaser to pay the Second
Installment to any of the Selling Shareholders are subject to the fulfillment of the preconditions
(unless otherwise waived by the Purchaser in writing) that any and all the representations and
warranties made by such Selling Shareholder in Section 4 hereof shall be true and correct and
complete as of both the execution date hereof and the Closing Date and shall be true and correct
and complete to the best of its/his knowledge as of the date of payment of the Second Installment
with the same force and effect as if they had been made on and as of such date.
SECTION 9 TERMINATION
9.1 Termination of Agreement. This Agreement and the transactions contemplated by
this Agreement shall terminate:
(a) between the Purchaser and any of the Selling Shareholders upon the mutual consent in
writing thereof ; or
(b) in the event of any breach of this Agreement which materially affects any other party
hereto, such breach is not remedied within thirty (30) days after written notice thereof is given
to the breaching party by the affected party; provided, however, that in the case of any breach by
any of the Selling Shareholders, only the Purchaser has the right to early terminate this Agreement
to the extent between the Purchaser and the Selling Shareholder in breach.
9.2 Effect of Termination. In the event this Agreement is terminated between the
Purchaser and any of the Selling Shareholders pursuant to Section 9.1, this Agreement shall become
void and have no further effect between such Parties, provided that no such party shall be relieved
of any liability for a breach of this Agreement or for any misrepresentation hereunder, nor shall
such termination be deemed to constitute a waiver of any available remedy (including specific
performance and other injunctive relieves) for any such breach or misrepresentation.
9.3 Survival. Sections 9, 10, 11.2 and 11.3 shall survive the expiration or early
termination of this Agreement.
SECTION 10 CONFIDENTIALITY
10.1 Confidential Information. For purpose of this Section 10, the term “Confidential
Information” shall mean the execution, delivery and performance of this Agreement and any and all
information delivered by a party hereto to any of the other party hereto in connection with the
transactions contemplated hereby.
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10.2 Non-Disclosure.
(i) Without the prior written consent of the disclosing party, any party receiving the
Confidential Information (a) may not use or disclose to any person any Confidential Information;
and (b) shall make every effort to prevent the use or disclosure of Confidential Information. The
said provisions do not apply to (a) disclosure of Confidential Information to a director or
employee of the receiving party whose function requires him to have the Confidential Information,
(b) disclosure of Confidential Information to a professional adviser for the purpose of advising
the Purchaser and the Selling Shareholders, (c) Confidential Information which has become public
knowledge other than, directly or indirectly, through the receiving party’s breach of this Section
10.2, or (d) disclosure of Confidential Information required by law or regulation or any competent
authorities (and then if and to the extent practicable only after consulting and taking into
account the reasonable requirements of the Purchaser and the Selling Shareholders); provided,
however, that in the above situations (a) and (b) the persons receiving the Confidential
Information have undertaken the confidentiality obligations herein.
(ii) Without the prior written consents of the Purchaser and the Company, none of the
Selling Shareholders may disclose to any third party any confidential information about the Company
that it/he has received.
SECTION 11 MISCELLANEOUS
11.1 Binding Effect; Assignment. This Agreement shall be binding upon and shall be
enforceable against each party, its successors and permitted assigns. In the event that only some
of the Selling Shareholders sign this Agreement, this Agreement shall be considered binding upon
and enforceable against the Purchaser and those signed Selling Shareholders, their respective
successors and permitted assigns. The fact that the remaining Selling Shareholders do not sign this
Agreement shall not affect the binding effect upon or enforceability against any signed Selling
Shareholder or its/his successors and permitted assigns.
11.2 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to the conflict of law rules thereof
to the extent such rules would require or permit the application of the laws of another
jurisdiction.
11.3 Dispute Resolution. Any dispute relating to or arising from the performance of
this Agreement shall be settled through consultations among the Parties, and if the parties hereto
cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such
disputes shall be submitted to the Hong Kong International Arbitration Center for arbitration in
accordance with the UNCIRTAL Arbitration Rules then in force.
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11.4 Costs and Expenses. Each of the parties hereto shall pay all its own costs and
expenses incident to its negotiation and entry into this Agreement and any other related agreements
or instruments contemplated hereunder or thereunder and to its performance of and compliance with
all agreements and conditions contained herein or therein on its part to be performed or complied
with, including the fees, expenses and disbursements of any counsel and/or accountants that it may
have retained.
11.5 Notices. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and delivered in person,
by courier or by facsimile (along with a copy by certified or registered mail) to the following
addresses:
(a) If to the Selling Shareholders,
to Xx. Xxxxx X. Dear:
Xxxxx X. Dear
Address:
Facsimile:
Telephone:
Attention: Xx. Xxxxx X. Dear
Address:
Facsimile:
Telephone:
Attention: Xx. Xxxxx X. Dear
(b) If to the Purchaser, to:
GIGAMEDIA CHINA LIMITED
Address: 00xx Xxxxx, 000 Xxxxxx Xxxxx Xxxx, Xxxxxx 00000, Xxxxxx R.O.C.
Address: 00xx Xxxxx, 000 Xxxxxx Xxxxx Xxxx, Xxxxxx 00000, Xxxxxx R.O.C.
Facsimile: 000-0-0000-0000
Telephone: 000-0-0000-0000
Attention: Xx. Xxxxxxxx Xxxxx, General Counsel
Telephone: 000-0-0000-0000
Attention: Xx. Xxxxxxxx Xxxxx, General Counsel
or, in each case, at such other address as may be specified in writing by the Purchaser or Xx.
Xxxxx X. Dear in accordance with the requirements of this Section 11.5. For the purpose of this
Section 11.5, each of the Selling Shareholders hereby authorizes Xx. Xxxxx. M. Dear to receive and
deliver all notices, requests, demands, waivers and other communications required or permitted to
be given under this Agreement on it/his behalf. All such notices, requests, demands, waivers and
other communications shall be deemed to have been received (x) if by personal delivery or
courier, on the day delivered, or (y) if by facsimile, (A) if during business hours
on a Business Day, on the day on which such facsimile was sent, or (B) otherwise on the
Business Day immediately following the day on which such facsimile was sent, provided that a copy
is also sent by certified or registered mail.
11.6 Counterparts. This Agreement may be executed in counterparts and by different
parties hereto on separate copies or counterparts and which taken together
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shall constitute one and the same instrument. The facsimile transmissions of any executed
original document (including without limitation, any page of an original document on which an
original signature appears) and/or retransmission of any such facsimile transmission shall be
deemed to be the same as the delivery of an executed original. At the request of any party hereto,
the other parties hereto shall confirm facsimile transmissions by executing duplicate original
documents and delivering the same to the requesting party or parties.
[SIGNATURE PAGE FOLLOWS]
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(Signature Page)
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement as of the date first written above.
| SELLING SHAREHOLDERS | ||||||||
| [Their names and signatures are set forth on the following pages] | ||||||||
| GIGAMEDIA CHINA LIMITED | ||||||||
| By: | /s/ Xxxxxx Xxxx | |||||||
| Name: Xxxxxx Xxxx | ||||||||
| Title: CEO | ||||||||
| Accepted and agreed as of the date first set forth above. | ||||||||
| T2CN Holding Limited | ||||||||
By:
|
/s/ Xxxx Xxx | |||||||
| Name: Chairman | ||||||||
| Title: Xxxx Xxx | ||||||||
(Signature Page)
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement as of the date first written above.
| Authorized | Title | |||||
| Name | Party | (applicable to a company) | Signature | |||
| Xxxxx X. Xxx, Trustee | /s/ Xxxxx X. Xxx, Trustee | |||||
| Xxxxxx X. Xxxx | /s/ Xxxxxx X. Xxxx | |||||
| Mon Xxxxx | /s/ Mon Xxxxx | |||||
| Bixbie Financial Corp. | Allan Merteen | President | /s/ Xxxxx Xxxxxxx | |||
| Xxxxx Xxxxxxxx | /s/ Xxxxx Xxxxxxxx | |||||
| Xxxxxxxx Xxxxxxx | /s/ Xxxxxxxx Xxxxxxx | |||||
| XXXX XXXXXX XXXXXXXX | /s/ Xxxx Xxxxxx Xxxxxxxx | |||||
| XXXXX XXXXXXXX XXXXXXXX | /s/ Xxxxx Lerelton Leighton | |||||
| Calneva Financial Partners, Ltd. | D. XXXXX XXXXXX | Chief Financial Officer & Director | /s/ D. XXXXX XXXXXX | |||
| The Calneva Financial Group Ltd. | D. Xxxxx Xxxxxx | Chief Financial Officer & Director | /s/ D. Xxxxx Xxxxxx | |||
| Xxxxx Xxxxxxx | /s/ Xxxxx Xxxxxxx | |||||
| D. XXXXX XXXXXX | /s/ D. XXXXX XXXXXX | |||||
| Xxxxx X. DEAR | /s/ Xxxxx X. DEAR | |||||
| Xxxxxxxx Xxxx-Dear | /s/ Xxxxxxxx Xxxx-Dear | |||||
| GUARDSMART LIMITED | XXXXXX XXXX | PRESIDENT | /s/ Xxxxxx Xxxx | |||
| Xxxxxxxxxx X. XxXxxxx | /s/ Xxxxxxxxxx X. XxXxxxx | |||||
| XX. XXXXX XXX, INC. | XX. XXXXX XXX | PRESIDENT | /s/ XX. XXXXX XXX | |||
| T. Xxxxxx Xxxxxx | /s/ T. Xxxxxx Xxxxxx | |||||
| Xxxxxxx X. Xxxxxxx | /s/ Xxxxxxx X. Xxxxxxx | |||||
| XXXXXXX XXXXXXX XXXXXXX | /s/ Xxxxxxx Xxxxxxx Xxxxxxx | |||||
| 622416 Alberta Ltd. | XXX XXXXXXX | President | /s/ Xxx Xxxxxxx | |||
| XXXXXX XXXXXXXXX | /s/ Xxxxxx Xxxxxxxxx | |||||
| ROBCAGC XXXXXX | /s/ Robcagc Xxxxxx | |||||
| Xxxxx Xxxxxxxx | /s/ Xxxxx Xxxxxxxx | |||||
| Xxx XXXXxxxxx | /s/ Xxx XxxXxxxxx | |||||
| XXXXX XXXXXX | /s/ Xxxxx Xxxxxx | |||||
| Xxxxxx Xxxxxxx Travel Tours Inc. | Xxx Xxxxxxx | President | /s/ Xxx Xxxxxxx | |||
| The XxxXxxxxxx Investments Corporation | XXXXX X. XXXXX | PRESIDENT | /s/ Xxxxx X. Xxxxx | |||
| ROM X. XXXXX LTD. | ROM X. XXXXX | PRESIDENT | /s/ Rom X. Xxxxx | |||
| XXXXX XXXXXXX | /s/ XXXXX XXXXXXX | |||||
| XXX XXXXXXX | /s/ Xxx Xxxxxxx | |||||
| Xxxxx Xxxxxx | /s/ Xxxxx Xxxxxx | |||||
| XXXX X. XXXXXXX | /s/ Xxxx X. Xxxxxxx | |||||
| VERONA CAPITAL INTERNATIONAL | XXXXXXXX XXXX | DIRECTOR | /s/ Xxxxxxxx Xxxx | |||
| MATRIX PARTNERS INC | XXXXX X. EBERIT | PARTNER | /s/ Xxxxx X. Eberit | |||
| XXXX XXXXXX | /s/ Xxxx Xxxxxx | |||||
| XXXXXXX XXXXXX | /s/ Xxxxxxx Xxxxxx | |||||
| K C GLOBAL HOLDINGS INC. | XXX XXXXXX | DIRECTOR | /s/ Xxx Xxxxxx | |||
| K C GLOBAL HOLDINGS INC. | Xxxxxxxx Sulatyski | PRESIDENT & DIRECTOR | /s/ Xxxxxxxx Sulatyski | |||
| X.X. XXXXXXX & CO. LTD | REG XXXXXXX | PRESIDENT & DIRECTOR | /s/ Reg Xxxxxxx | |||
| XXXX XXXXXXXXX | /s/ XXXX XXXXXXXXX | |||||
| XXXXXXX XXXXX | /s/ Xxxxxxx Xxxxx | |||||
| XXXXXXX XXXXX | /s/ Xxxxxxx Xxxxx | |||||
| Xxxxx Xxxxxxxx | /s/ Xxxxx Xxxxxxxx | |||||
| Xxxx Xxxxxxxx | /s/ Xxxx Xxxxxxxx | |||||
| Xxxxxxx Xxxxxxx | /s/ Xxxxxxx Xxxxxxx | |||||
| Xxxxx X. Xxxxxx | /s/ Xxxxx X. Xxxxxx | |||||
| Xxxxxxx X. Xxxxxx | /s/ Xxxxxxx X. Xxxxxx | |||||
| Xxxxxx Xxxxxx | /s/ Xxxxxx Xxxxxx | |||||
| Xxxx Roosdahl | /s/ Xxxx Roosdahl | |||||
| Rocky Paolo | /s/ Rocky Paolo | |||||
| John Xxxxxxx Xxxxxx | /s/ Xxxx Xxxxxxx Xxxxxx | |||||
| XXXXXX X. XXXXXXX | /s/ Xxxxxx X. Xxxxxxx | |||||
| Xxxxx Xxxxxx Chranz | /s/ Xxxxx Xxxxxx Chranz | |||||
| XXXXXX XXXXXXXX | /s/ Xxxxxx Xxxxxxxx | |||||
| XXXXXX XXXXXXXX | /s/ Xxxxxx Xxxxxxxx | |||||
| XXXXXX XXXXXXXX | /s/ Xxxxxx Xxxxxxxx | |||||
| XXXX XXXXXXX XXXXXX | /s/ Xxxx Xxxxxxx Xxxxxx | |||||
| XXXX XXXXXXXX | /s/ Xxxx Xxxxxxxx | |||||
| XXXXXX XXXXXXXX | /s/ Xxxxxx Xxxxxxxx | |||||
| Xxxxxx Xxxxxx | /s/ Xxxxxx Xxxxxx | |||||
| Xxxxxx Xxxx | /s/ Xxxxxx Xxxx | |||||
| XXXXXX X. XXXXXXXXX | /s/ Xxxxxx X. Xxxxxxxxx | |||||
| XXXXX XXXXXXX | /s/ Xxxxx Xxxxxxx | |||||
| JETCO HOLDINGS LTD. | XXXXX XXXXXX | DIRECTOR | /s/ Xxxxx Xxxxxx | |||
| Xxxxxxx X. Xxxxx | /s/ Xxxxxxx X. Xxxxx | |||||
| XXXXX XXXXXXXXXX | /s/ Xxxxx Xxxxxxxxxx | |||||
| Xxxx X. Xx | /s/ Xxxx X. Xx | |||||
| XXXXXXX XXXXXX | INVESTOR | /s/ XXXXXXX XXXXXX | ||||
| Xxxxxx Capital Holdings Ltd. | Xxxxxx Meode | Director | /s/ Xxxxxx Meode | |||
| XX. XXXXXX MILES INC. | BRANDT MILES | PRESIDENT & DIRECTOR | /s/ BRANDT MILES | |||
| XXXXXX X. XXXX | /s/ Xxxxxx X. Xxxx | |||||
| Beltring Limited | Xxxxxx Xxxxx | Director | /s/ Xxxxxx Xxxxx | |||
| Xxxxxxxx Xxxxxx | KW | /s/ KW | ||||
| United Triumph Inc. | /s/ United Triumph Inc. | |||||
| SHEAR HOLDINGS LIMITED | /s/ Shear Holdings Limited | |||||
| HAMPTON ASSOCIATES LIMITED | /s/ Hampton Associates Limited | |||||
| Valeurs Mobilieres Xxxxxxxxxx Inc. ITF ROXY AND BEAR INVESTMENT | /s/ Valeurs Mobilieres Xxxxxxxxxx Inc. ITF ROXY AND BEAR INVESTMENT | |||||
| Cancettina Amante | /s/ Canie Xxxxxx | |||||
| Xxxx Xxxxx Xxxxxx | /s/ Xxxx Xxxxx Xxxxxx | |||||
| Eastside Pinnacle LLC | /s/ Eastside Pinnacle LLC |
Exhibit A
| Ordinary | Shareholding | First Installment | ||||||||||
| Name of Selling Shareholders | Shares | Percentage | in US$ | |||||||||
XXXXX X. DEAR |
700,002 | 1.251 | % | 437,501 | ||||||||
XXXXXXXX XXXX-DEAR |
200,000 | 0.357 | % | 125,000 | ||||||||
GUARDSMART LIMITED |
200,000 | 0.357 | % | 125,000 | ||||||||
XXXXXXXXXX X. XxXXXXX |
300,000 | 0.536 | % | 187,500 | ||||||||
XXXXX XXX INC. |
100,000 | 0.179 | % | 62,500 | ||||||||
D. XXXXX XXXXXX |
850,000 | 1.519 | % | 531,250 | ||||||||
T. XXXXXX XXXXXX |
150,000 | 0.268 | % | 93,750 | ||||||||
XXXXXXX X. XXXXXXX |
850,000 | 1.519 | % | 531,250 | ||||||||
XXXXX XXXXXXX |
49,999 | 0.089 | % | 31,249 | ||||||||
XXX XXXXXXX |
500,000 | 0.894 | % | 312,500 | ||||||||
BELTRING LIMITED |
300,000 | 0.536 | % | 187,500 | ||||||||
CALNEVA FINANCIAL PARTNERS, LTD. |
40,000 | 0.071 | % | 25,000 | ||||||||
THE CALNEVA FINANCIAL GROUP, LTD. |
242,497 | 0.433 | % | 151,561 | ||||||||
HAMPTON ASSOCIATES LIMITED |
500,000 | 0.894 | % | 312,500 | ||||||||
JETCO HOLDINGS LTD. |
300,000 | 0.536 | % | 187,500 | ||||||||
XXXXXXX XXXXXXX XXXXXXX |
100,000 | 0.179 | % | 62,500 | ||||||||
000000 XXXXXXX LTD. |
28,000 | 0.050 | % | 17,500 | ||||||||
XXXXXX X. XXXXXXXXX |
65,000 | 0.116 | % | 40,625 | ||||||||
XXXXXX X. XXXXXX |
100,000 | 0.179 | % | 62,500 | ||||||||
XXXXX XXXXXXXX |
10,000 | 0.018 | % | 6,250 | ||||||||
XXXXXX X. XXXXXXXXX |
26,667 | 0.048 | % | 16,667 | ||||||||
XXXXX X. XXXXXX |
100,000 | 0.179 | % | 62,500 | ||||||||
XXXXXX XXXXXXX TRAVEL TOURS INC. |
10,000 | 0.018 | % | 6,250 | ||||||||
THE XXXXXXXXXX INVESTMENTS
CORPORATION |
133,333 | 0.238 | % | 83,333 | ||||||||
XXX XXXXX LTD. |
50,000 | 0.089 | % | 31,250 | ||||||||
XXXX XXXXXXX XXXXXX |
15,000 | 0.027 | % | 9,375 | ||||||||
XXXXX XXXXXXX XX. |
40,000 | 0.071 | % | 25,000 | ||||||||
XXXXX XXXXXX |
40,000 | 0.071 | % | 25,000 | ||||||||
XXXXXXX X. XXXXXX |
33,333 | 0.060 | % | 20,833 | ||||||||
XXXX X. XXXXXXX |
6,666 | 0.012 | % | 4,166 | ||||||||
VERONA CAPITAL INTERNATIONAL |
66,667 | 0.119 | % | 41,667 | ||||||||
MATRIX PARTNERS, INC. |
133,333 | 0.238 | % | 83,333 | ||||||||
XXXX XXXXXX |
66,667 | 0.119 | % | 41,667 | ||||||||
XXXXXXX XXXXXX |
28,533 | 0.051 | % | 17,833 | ||||||||
XXXXX X. XXX, TRUSTEE |
20,000 | 0.036 | % | 12,500 | ||||||||
| Ordinary | Shareholding | First Installment | ||||||||||
| Name of Selling Shareholders | Shares | Percentage | in US$ | |||||||||
EASTSIDE PINNACLE, LLC |
26,667 | 0.048 | % | 16,667 | ||||||||
XXXXXXX X. XXXXX |
6,000 | 0.011 | % | 3,750 | ||||||||
XXXXXX X. XXXX |
20,000 | 0.036 | % | 12,500 | ||||||||
MON XXXXX |
6,000 | 0.011 | % | 3,750 | ||||||||
XXXXXXXX XXXXXX |
6,667 | 0.012 | % | 4,167 | ||||||||
XXXXXXXX XXXXXX XXXX XXX |
6,667 | 0.012 | % | 4,167 | ||||||||
KC GLOBAL HOLDINGS INC. |
53,333 | 0.095 | % | 33,333 | ||||||||
XXXXXX X. XXXXXXXXX |
50,000 | 0.089 | % | 31,250 | ||||||||
XX. XXXXXX MILES INC. |
10,000 | 0.018 | % | 6,250 | ||||||||
X.X. XXXXXXX & CO. LTD. |
12,000 | 0.021 | % | 7,500 | ||||||||
UNITED TRIUMP INC. |
53,334 | 0.095 | % | 33,334 | ||||||||
XXXX XXXXXXXX |
26,667 | 0.048 | % | 16,667 | ||||||||
XXXX XXXXXXXXX |
13,333 | 0.024 | % | 8,333 | ||||||||
XXXXX XXXXXXXXXX |
80,000 | 0.143 | % | 50,000 | ||||||||
VALEURS MOBILIERES DEJARDINS
INC. ITF ROXY AND BEAR
INVESTMENT |
200,000 | 0.357 | % | 125,000 | ||||||||
XXXXXXX XXXXX |
366,667 | 0.655 | % | 229,167 | ||||||||
XXXXXXX XXXXX |
166,667 | 0.298 | % | 104,167 | ||||||||
SHEAR HOLDINGS LIMITED |
133,334 | 0.238 | % | 83,334 | ||||||||
BIXBIE FINANCIAL CORP. |
267,000 | 0.477 | % | 166,875 | ||||||||
XXXXX XXXXXXXX |
10,000 | 0.018 | % | 6,250 | ||||||||
XXXX XXXXXXXX |
10,000 | 0.018 | % | 6,250 | ||||||||
XXXXXXX XXXXXXX |
10,000 | 0.018 | % | 6,250 | ||||||||
XXXXXX CAPITAL HOLDINGS LTD. |
250,000 | 0.447 | % | 156,250 | ||||||||
XXXXX X. XXXXXX |
10,000 | 0.018 | % | 6,250 | ||||||||
XXXXXXX X. XXXXXX |
10,000 | 0.018 | % | 6,250 | ||||||||
XXXX X. XX |
10,000 | 0.018 | % | 6,250 | ||||||||
XXXXXX XXXXXX |
15,000 | 0.027 | % | 9,375 | ||||||||
XXXX ROOSDAHL |
15,000 | 0.027 | % | 9,375 | ||||||||
OCKY J. PAOLO |
25,000 | 0.045 | % | 15,625 | ||||||||
XXXX XXXXXXX XXXXXX |
13,334 | 0.024 | % | 8,334 | ||||||||
XXXXXX X. XXXXXXX |
13,334 | 0.024 | % | 8,334 | ||||||||
XXXXX BONNESCHRANZ |
1,000 | 0.002 | % | 000 | ||||||||
XXXXXX XXXXXXXX |
2,500 | 0.004 | % | 1,563 | ||||||||
XXXXXX XXXXXXXX |
2,500 | 0.004 | % | 1,563 | ||||||||
XXXXXX X. XXXXXXXX |
500 | 0.001 | % | 313 | ||||||||
XXXXXXXX XXXXXXX |
1,000 | 0.002 | % | 000 | ||||||||
XXXX XXXXXXXX |
1,000 | 0.002 | % | 000 | ||||||||
XXXXX XXXXXXXX |
1,000 | 0.002 | % | 625 | ||||||||
XXXXXXXXXX XXXXXX |
1,700 | 0.003 | % | 1,063 | ||||||||
XXXX XXXXX XXXXXX |
500 | 0.001 | % | 313 | ||||||||
| Ordinary | Shareholding | First Installment | ||||||||||
| Name of Selling Shareholders | Shares | Percentage | in US$ | |||||||||
XXXX XXXXXXXX |
500 | 0.001 | % | 313 | ||||||||
XXXXXX XXXXXXXX |
1,500 | 0.003 | % | 938 | ||||||||
XXXXXX XXXXXX |
1,000 | 0.002 | % | 625 | ||||||||
XXXXX XXXX |
5,000 | 0.009 | % | 3,125 | ||||||||
DUNDEE SECURITIES CORP. IN TRUST
FOR XXXXXX XXXX |
35,000 | 0.063 | % | 21,875 | ||||||||
XXXXX XXXXXXX |
1,000 | 0.002 | % | 625 | ||||||||
TOTAL |
8,307,401 | 14.85 | % | 5,192,130 | ||||||||
Exhibit B
Financial Statements
Financial Statements
