English translation – For reference only) Assets Purchase and Sale Agreement HOSHIN GIGAMEDIA CENTER INC. and WEBS-TV DIGITAL INTERNATIONAL CORPORATIONAssets Purchase and Sale Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc.
This Assets Purchase and Sale Agreement (“this Agreement”) is entered into on the 15th day of May, 2006 by and among the following parties:
STRATEGIC PARTNERSHIP AGREEMENTStrategic Partnership Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc. • New York
THIS STRATEGIC PARTNERSHIP AGREEMENT (the “Agreement”) is entered into as of April 27, 2006 by and between T2CN HOLDING LIMITED, a British Virgin Islands company (“T2CN”) with its registered address at the offices of S-HR&M Financial Services Limited of Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands, and GIGAMEDIA CHINA LIMITED (“GigaMedia”) with its office at 122 TunHwa North Road – 14/F, Taipei, Taiwan ROC.
Share Subscription Right Agreement Hoshin GigaMedia Center Inc. And Wretch Co., Ltd. And All shareholders of Wretch Co., Ltd. March 10, 2006Share Subscription Right Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc.
This Share Subscription Right Agreement (the “Agreement”) is entered into on the 10th day of March, 2006 by and among the following parties:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc.
WHEREAS, the Seller owns 9,262,501 shares in G-Music Limited (the “Target Shares”), a company organized and existing under the laws of Cayman Islands, having its registered office at Walker House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands (the “Target Company”), which accounts for 58.58% of the total issued and outstanding shares in the Target Company;
PUT–CALL OPTION AGREEMENTPut-Call Option Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc.
ASSETS SALE AND PURCHASE AGREEMENT by and among GigaMedia Limited Funtown World Limited Hoshin GigaMedia Center Inc. and TWP Corporation Dated: December 19, 2005Assets Sale and Purchase Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc.
This Assets Sale and Purchase Agreement (this “Agreement”) is entered into as of December 19, 2005 by and between GigaMedia Limited, a corporation organized and existing under the laws of the Republic of Singapore, its wholly owned subsidiaries, Hoshin GigaMedia Center Inc., a corporation organized and existing under the laws of the Republic of China (“Buyer A”) and Funtown World Limited, a corporation organized and existing under the laws of British Virgin Islands (“Buyer B”), (GigaMedia Limited, Buyer A and Buyer B are collectively referred to as the “Buyers”), of the one part, and TWP Corporation, a corporation organized and existing under the laws of the Republic of China (“Seller”) of the other. As used herein, the reference to Seller shall also include Subsidiary and any other third party that are in possession of any assets, rights and interests relating to FunTown Business.
SERIES A PREFERRED SHARE PURCHASE AGREEMENT by and among T2CN HOLDING LIMITED - and - GIGAMEDIA CHINA LIMITED - and - THE KEY SHAREHOLDERS LISTED ON EXHIBIT A HERETO dated as of April 27, 2006Series a Preferred Share Purchase Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc. • New York
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into as of April 27, 2006 by and between T2CN HOLDING LIMITED, a British Virgin Islands company (the “Company”) with its registered address at the offices of S-HR&M Financial Services Limited of Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands, the persons listed on Exhibit A, each a shareholder of the Company (each a “Key Shareholder” and together, the “Key Shareholders”), and GIGAMEDIA CHINA LIMITED, a British Virgin Islands company (the “Investor”) with its office at 122 TunHwa North Road – 14/F, Taipei, Taiwan ROC.
SHAREHOLDERS’ AGREEMENT by and among T2CN HOLDING LIMITED - and - THE SHAREHOLDERS LISTED ON SCHEDULE 2 HERETO dated as of April 27, 2006Shareholders Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc. • New York
SECOND AMENDMENT TO THE END USER LICENSE AGREEMENT Contract No. EULA-010404-Second AmendmentEnd User License Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc.
THIS SECOND AMENDMENT TO EULA-010404 (this Amendment) is made and entered into this the first day of March 2006, 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”).
English translations – For reference only) Service AgreementService Agreement • June 28th, 2006 • Gigamedia LTD • Services-computer programming, data processing, etc.
HOSHIN GIGAMEDIA CENTER INC., a company duly organized and existing under the laws of the Republic of China, having its principal office at 14F, No. 122, Dun-Hua North Road, Taipei (“Party A”), and
