SHAREHOLDER LOAN AGREEMENTShareholder Loan Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc. • Hong Kong
NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged expressly, the Parties hereby agree as follows:
GIGAMEDIA ASIA PACIFIC LIMITED MANAGEMENT CAPITAL INTERNATIONAL LTD CHINA INTERACTIVE LIMITED AS GUARANTORS AND INDEMNIFIERS IN FAVOUR OF BLIZZARD ENTERTAINMENT INTERNATIONAL AS BENEFICIARY DEED OF GUARANTEE, UNDERTAKING AND INDEMNITYGigamedia LTD • June 30th, 2010 • Services-computer programming, data processing, etc.
Gigamedia Asia Pacific Limited, a limited liability company incorporated under the laws of the British Virgin Islands (IBC number 1068168), with its registered office at Overseas Management company Trust (B.V.I.) Ltd., OMC Chambers, P.O. box 3152, Road Town, Tortola, British Virgin Islands (the “Gigamedia”)
LOAN ASSIGNMENT AGREEMENT among GIGAMEDIA ASIA PACIFIC LIMITED and INFOCOMM ASIA HOLDINGS PTE. LTD. and SPRING ASIA LIMITED relating to ASSIGNMENT OF SHAREHOLDER LOAN AGREEMENTAssignment Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc. • Hong Kong
SHARE PURCHASE AGREEMENT INFOCOMM INVESTMENTS PTE LTD - and - GIGAMEDIA ASIA PACIFIC LIMITED APRIL 30, 2010Share Purchase Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc.
INFOCOMM INVESTMENTS PTE LTD (Company Registration Number 199608120R), a company incorporated in Singapore and having its registered office at 6 Temasek Boulevard #29-00 Suntec Tower 4 Singapore 038986 (the “Selling Shareholder”);
SHARE PURCHASE AGREEMENT BODHI INVESTMENTS LLC - and - GIGAMEDIA ASIA PACIFIC LIMITED - and - GIGAMEDIA LIMITED APRIL 30, 2010Share Purchase Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc. • Hong Kong
BODHI INVESTMENTS LLC, a limited liability company incorporated in the Republic of Mauritius and having its registered office at International Financial Services Limited, IFS Court, TwentyEight, Cybercity, Ebene, Mauritius (the “Selling Shareholder”);
SHARE PURCHASE AGREEMENT - between - CHINA INTERACTIVE LIMITED - and - GIGAMEDIA ASIA PACIFIC LIMITED June 30, 2010Share Purchase Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc.
CHINA INTERACTIVE LIMITED, (registered number UF36488Z) is a limited liability company incorporated under the laws of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Selling Shareholder”); and
Amendment to Subscription AgreementAmendment to Subscription Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc.
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 Chambers, 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 Maxwell Road, #04-01 Red Dot Traffic, Singapore 069120 (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.
FIFTH AMENDMENT TO THE END USER LICENSE AGREEMENT Contract No. EULA-010404-Fifth AmendmentThe End User License Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc.
THIS FIFTH AMENDMENT TO EULA-010404 (this Amendment) is made and entered into this the first day of April 2009, by and between Internet Media Licensing Limited, a British Virgin Island corporation (“IML”), having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands and Ultra Internet Media, S.A. a Nevis corporation, having its registered address at Veira Grant & Associates, Chambers, #10 Solomon’s Arcade, Charlestown, Nevis (“Licensee”).
DATED: 30 APRIL, 2010 BETWEEN GIGAMEDIA ASIA PACIFIC LIMITED AND INFOCOMM ASIA HOLDINGS PTE. LTD. SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc.
1. INTERPRETATION 1 2. THE SHAREHOLDER LOAN 3 3. CONDITIONS TO DRAWDOWN 4 4. INTEREST 4 5. REPAYMENT 5 6. SECURITY AND SENIORITY 5 7. REPRESENTATIONS AND WARRANTIES 6 8. EVENT OF DEFAULT 8 9. TAXES 10 10. ASSIGNMENTS AND TRANSFERS 10 11. FORCE MAJEURE...Loan Agreement • June 30th, 2010 • Gigamedia LTD • Services-computer programming, data processing, etc. • Hong Kong
NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged expressly, the Parties hereby agree as follows:
