0000950123-11-063164 Sample Contracts

CLIFFORD CHANCE PTE LTD
Deed of Undertaking • June 30th, 2011 • Gigamedia LTD • 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), whose registered office is at Overseas Management company Trust (B.V.I.) Ltd., OMC Chambers, P.O. box 3152, Road Town, Tortola, British Virgin Islands (the “Preference Shareholder”)

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Agreement
Incorporation Agreement • June 30th, 2011 • Gigamedia LTD • Services-computer programming, data processing, etc.

WHEREAS, Party A is a company registered in Hong Kong Special Administration Region. Party A wishes to incorporate a company with tentative company name as “Shanghai Ji Di Technology Co., Ltd” and Chinese name or any other similar names approved by company registration office (“Company”) in PRC Shanghai Zhabei District, Party B may provide the above service and act as one of the shareholders to incorporate the Company. Party A hereby agrees to pay Party B a certain amount in accordance with the terms and conditions set forth herein.

Agreement
Incorporation Agreement • June 30th, 2011 • Gigamedia LTD • Services-computer programming, data processing, etc.

WHEREAS, Party A is a company registered in Hong Kong Special Administration Region. Party A wishes to incorporate a company with tentative company name as “Shanghai Ji Di Technology Co., Ltd” and Chinese name or any other similar names approved by company registration office (“Company”) in PRC Shanghai Zhabei District, Party B may provide the above service and act as one of the shareholders to incorporate the Company. Party A hereby agrees to pay Party B a certain amount in accordance with the terms and conditions set forth herein.

CLIFFORD CHANCE PTE LTD
Security Over Shares Agreement • June 30th, 2011 • Gigamedia LTD • Services-computer programming, data processing, etc.
Exclusive Technology Services Agreement By and between Shanghai JIDI Network Technology Co., Ltd. and JIDI Network Technology (Shanghai) Co., Ltd. Date: January 1st, 2011
Exclusive Technology Services Agreement • June 30th, 2011 • Gigamedia LTD • Services-computer programming, data processing, etc. • Shanghai

This EXCLUSIVE TECHNOLOGY SERVICES AGREEMENT (the “Agreement”) is made on January 1st, 2011 in Shanghai, the People’s Republic of China (the “PRC”) by and between Shanghai JIDI Network Technology Co., Ltd. ( hereafter “Party A”), with its registered office at Unit 608, No. 757 Guangzhong West Road, Shanghai, the PRC; and JIDI Network Technology (Shanghai) Co., Ltd. (thereafter “Party B”), with its registered office at Unit 606, No. 757 Guangzhong West Road, Shanghai, the PRC.

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