Amendment to Subscription Agreement
Exhibit 4.35
Execution Version
This Amendment to Subscription Agreement (this “Amendment”) is entered into as of June 25, 2010 by
and between (1) GigaMedia Asia Pacific Limited (IBC Number 1068168), a company incorporated in the
British Virgin Islands and having its registered office at Overseas Management Company Trust
(B.V.I.) Ltd., OMC Xxxxxxxx, P.O. Box 3152, Road Town, Tortola, British Virgin Islands (the
“Subscriber”) and (2) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H), a
company incorporated in Singapore and having its registered office at 28 Xxxxxxx Road, #04-01 Red
Dot Traffic, Xxxxxxxxx 000000 (the “Company”) and amends that certain Subscription Agreement dated
as of April 30, 2010 (the “Subscription Agreement”) entered into by and between the Subscriber and
the Company under which the Subscriber agrees to subscribe for certain number of Class B Shares of
the Company on the terms and subject to the conditions set out therein.
The parties hereby agree as follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms used and not
defined in this Amendment shall have the meaning assigned to such terms in the Subscription
Agreement.
2. Amendments.
2.1 | Whereas (H) of the Subscription Agreement is hereby deleted in its entirety and replaced by
the following: |
“The Subscriber proposes to subscribe for 500,000 Class B Shares at the Issue Price on the
terms and subject to the conditions set out in this Agreement (the “Subscription
Shares”).”
2.2 | Clause 1.1 of the Subscription Agreement is hereby amended as follows: |
|
“Issue Price” means US$20.00 for each Issued Share.” |
2.3 | Clause 2.1 of the Subscription Agreement is hereby deleted in its entirety and replaced by
the following: |
“On the terms and subject to the conditions of this Agreement, the Company agrees to allot
and issue an aggregate of 500,000 Subscription Shares, and the Subscriber agrees to
subscribe and pay for the Subscription Shares at the Issue Price, for an aggregate
consideration of US$10,000,000.00 (the “Issue consideration”).”
2.4 | Clause 5.1(a) of the Subscription Agreement is hereby deleted in its entirety and replaced
by the following: |
“The Subscriber shall make a payment of the Issue Consideration to the Company by bank
transfer or telegraphic transfer to the account of the Company, the details of which are
set out below:
Beneficiary name:
|
Infocomm Asia Holdings Pte Ltd | |
Beneficiary bank:
|
Citibank Singapore Limited | |
Beneficiary account:
|
0-000000-000 |
Swift code:
|
XXXXXXXXXXX” |
3. Effect of Amendment. Except as expressly modified in this Amendment, all other terms
and conditions contained in the Subscription Agreement shall remain in full force and effect.
Except as expressly provided herein, nothing in this Amendment will be construed as a waiver of
any of the rights or obligations of the parties under the Subscription Agreement.
4. Representations and Warranties. Each party hereto represents and warrants to the other
party hereto that this Amendment has been duly authorized, executed and delivered by it and
constitutes a valid and legally binding agreement with respect to the subject matter contained
herein.
5. Notices. Clause 13 (Notices) of the Subscription Agreement is hereby incorporated into
this Amendment by this reference.
6. Governing Law and Jurisdiction. Clause 16 (Governing Law and Jurisdiction) of the
Subscription Agreement, as replaced by this Amendment, is hereby incorporated into this Amendment
by this reference.
7. Entire Agreement. This Amendment contains the entire agreement among the parties with
respect to the subject matter of this Amendment and supersedes and extinguishes all prior
agreements and understandings, oral or written, with respect to such matter.
8. Third Party Contract Rights. Unless otherwise expressly provided to the contrary in
this Amendment, a person who is not a party to this Amendment has no right under the Contracts
(Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any
term of this Amendment.
- 2 -
IN WITNESS WHEREOF, the parties have entered into this Amendment effective as of the date set
forth above.
INFOCOMM ASIA HOLDINGS PTE. LTD. | ||||
By: |
||||
Title: |
GIGAMEDIA ASIA PACIFIC LIMITED | ||||
By: |
||||
Title: |