Exhibit 4.45
  (CLIFFORD CHANGCE LOGO)
    
    CLIFFORD CHANCE LLP




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CONTENTS
 Clause
    
    Page1. Interpretation
    
    
    12. Constitution and Form of Warrants
    
    
    103. Register and Warrant Certificates
    
    
    114. Subscription Rights and Mechanics of Exercise
    
    
    115. Listing
    
    
    186. Adjustment
    
    
    187. Undertakings of the Company
    
    
    208. Winding up of the Company
    
    
    229. Transfer of Warrants
    
    
    2210. Variation of Rights and votes
    
    
    2211. Purchase
    
    
    2312. Information and Representation Rights of Warrant Holders
    
    
    2313. Warranties and Undertakings
    
    
    2514. Replacement of Warrant Certificates
    
    
    3015. Confidential Information
    
    
    3016. Tax Gross Up
    
    
    3117. No Set-off
    
    
    3118. Partial invalidity
    
    
    3119. Default interest
    
    
    3220. Notices
    
    
    3221. Governing Law and Dispute Resolution
    
    
    3222. Announcements
    
    
    3323. Counterparts
    
    
    33Schedule 1Initial warrant holders and initial warrants held
    
    
    34Schedule 2Form of Warrant Certificate
    
    
    35Schedule 3Register, Transfers and Notices
    
    
    40Schedule 4Competitors of Blizzard
    
    
    43




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THIS INSTRUMENT
 BY
 INFOCOMM ASIA HOLDINGS PTE. LTD., Company
 MANAGEMENT CAPITAL INTERNATIONAL LTD MCIL
 CHINA INTERACTIVE LIMITED CIL
 MR. ONG TOON WAH, Founder
 INTRODUCTION:
 (A)
    
    The Company has, by a resolution of its board of directors and its shareholders, agreed to
create and issue the Warrants to subscribe for Ordinary Shares in the capital of the Company
on the terms set out in this Instrument.
 (B)
    
    The Warrants shall be issued by the Company for an aggregate consideration of US$1.00,
receipt of which by the Company is hereby acknowledged.
 THIS INSTRUMENT WITNESSES
 1.
    
    INTERPRETATION1.1
    
    In this Instrument:
Act means the Companies Act, Chapter 50 of Singapore;
 Affiliate
 Amended Shareholders Agreement
 Anti-Bribery and Conflict of Interest Laws FCPA
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Applicable Laws
 Approved Audit Firm
 Articles
 Asset Sale
 Blizzard
 Blizzard Director
 Blizzard Observer
 Blizzard Services Agreement
 Board
 Business
 Business Day
 Cash Settlement
 Cash Settlement Account
 Cash Settlement Amount
 Cash Settlement Event
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Change of Control
 Competing Business
 Confidential Information
 Control
 (a)
    
    the power (whether directly or indirectly and whether by the ownership of share
capital, the possession of voting power, contract or otherwise) to appoint and/or remove
all or such of the members of the board or other governing body of a person as are able
to cast a majority of the votes capable of being cast by the members of that board or
body on all, or substantially all, matters, or otherwise to control or have the power to
control the policies and affairs of that person; and/or
 (b)
    
    the holding and/or possession of the beneficial interest in and/or the ability to
exercise the voting rights applicable to shares or other securities in any person
(whether directly or by means of holding such interests in one or more other persons)
which confer in aggregate on the holders thereof more than fifty per cent (50%) of the
total voting rights exercisable at general meetings of that person,
 Control Controlled
 Controlling Shareholders
 Converted Basis
 Current Market Price
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Cut-off Date
 Deed of Undertaking
 Director
 Dispute
 Distribution
 Encumbrance
 Entitlement
 Exercise Date
 Exercise Notice
 Exercised Entitlement
 Exercising Warrant Holder
 Exit Event
 Exit Date
 Exit Notice
 Exit Price
 Extended Cut-off Date th
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Fair Market Value
 (a)
    
    to have regard to the rights attached (or which would attach) to such Shares
(or rights to subscribe for or rights convertible into Shares) in respect of income and
capital but disregard any restrictions as to transfer;
 (b)
    
    to disregard whether such Shares (or rights to subscribe for or rights
convertible into Shares) represent (or would represent) a minority interest; and
 (c)
    
    if the Company is then carrying on business as a going concern, to assume that
it will continue to do so;
 FCPA Notice
 FCPA Review
 Fully Diluted Share Capital
 (a)
    
    all Shares in issue, and with respect to Preference Shares, the number of such
Shares in issue shall be calculated on an as Converted Basis, (but excluding all Shares
which would be issued to the public in the Listing or pursuant to a Change of Control
to persons other than Blizzard or the Controlling Shareholders);
 (b)
    
    all Shares which would be issued if all the outstanding Warrants for the time
being had been exercised to their maximum extent; and
 (c)
    
    all Shares which would be issued if all the Outstanding Options exercisable at
the relevant time had been exercised in full;
 Gigamedia
 Gigamedia Deed of Guarantee, Undertaking and Indemnity
 Government Agency
 Government Authority
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Government Official
 Group
 IIPL
 Legacy License and Distribution Agreement inter alia
 License and Distribution Agreements
 License Term
 Listing occurrence of a Listing
 Listing Date
 Management Agreement
 Monsoon
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Monsoon Business
 Ordinary Shares
 Outstanding Options
 Preference Shares
 Proceedings
 Process Agent
 Purchase Price
 Raffles
 Raffles Deed of Undertaking
 Register
 Registered Office
 Registration Register Registered
 Registration Statement
 Related Party
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Revocation Notice
 Sanctions Laws and Regulations OFAC
 Sanctions Target
 SCII License and Distribution Agreement
 Securities Act
 Share Charge
 Shareholders Shareholder
 Shareholders Agreement
 Shares
 Stock Exchange
 Subscription Rights
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Subsidiary
 (a)
    
    which is Controlled, directly or indirectly, by the first mentioned company,
corporation or entity;
 (b)
    
    more than half the issued share capital, registered capital or equity interest
of which is beneficially owned, directly or indirectly by the first mentioned company,
corporation or entity; or
 (c)
    
    which is a Subsidiary of another Subsidiary of the first mentioned company,
corporation or entity;
 Tax
 Total Entitlement
 Transaction Documents
 Tribunal
 US$ US Dollars
 Warrant Certificate
 Warrant Holder Warrant Holder
 Warrant Holders Group member of the
Warrant Holders Group
 Warrant Shares
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Warrants
 Written Consent
 1.2
    
    The headings in this Instrument do not affect its interpretation.1.3
    
    In this Instrument a reference to:
 1.3.1
    
    a clause, paragraph or schedule, unless specifically provided otherwise, is a
reference to a clause or paragraph of, or schedule to, this Instrument;
 1.3.2
    
    a person includes a reference to a corporation, body corporate, association
or partnership, individual, and to that persons legal personal representatives,
successors and assigns;
 1.3.3
    
    any statutory provision or statute includes all modifications thereto and all
re-enactments (with or without modification) thereof and all subordinate legislation
made thereunder, in each case for the time being in force, except where the context
requires otherwise;
 1.3.4
    
    the singular includes the plural and vice versa (unless the context requires
otherwise);1.3.5
    
    words incorporating one gender shall include each gender; and
 1.3.6
    
    parties means the Company, MCIL, CIL and the Founder, and party shall be
construed accordingly.
 1.4
    
    The Schedules to this Instrument form part of it and shall have the same force and effect as
if expressly set out in the body of this Instrument.
 1.5
    
    Unless a contrary indication appears, any reference in this Instrument to a time of day is a
reference to Singapore time.
 1.6
    
    A Warrant is outstanding unless the Subscription Rights attached to such Warrant have been
exercised in full in accordance with the provisions of this Instrument.
 1.7
    
    The liabilities and obligations of the Controlling Shareholders under this Instrument shall
be joint and several.2.
    
    CONSTITUTION AND FORM OF WARRANTS
 2.1
    
    The Company hereby creates and issues, with effect from the date of this Instrument, to those
persons whose names are set out in Schedule 1, Warrants with such initial Entitlements as are
set out opposite their respective names in Schedule 1, and the right (but not the obligation)
to subscribe in cash at the Purchase Price per Warrant Share
for an aggregate number of Warrant Shares representing the Entitlements attributable to such
Warrants, on the terms and subject to the conditions of this Instrument and with such other
rights as are set out in this Instrument.
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2.2
    
    For the avoidance of doubt, the initial Entitlement of the Warrant Holder shall (subject to
clause 6) be equal to fifteen per cent (15 %) of the Fully Diluted Share Capital.
 2.3
    
    The Company undertakes to comply with the terms and conditions of this Instrument and
specifically to do all such things and execute all such documents so far as it is lawfully
able to the extent necessary in order to give effect to the Subscription Rights and such other
rights hereunder conferred on the Warrant Holder in accordance with the terms of this
Instrument.
 2.4
    
    The Warrants are issued on the terms and conditions of this Instrument, which are binding
upon the Company and the Warrant Holder and all persons claiming through or under any of them.
 2.5
    
    The Company shall, on the same day as the date on which this Instrument is executed, (a)
update the Register to reflect the issuance of the Warrants and issue to the Warrant Holder a
Warrant Certificate setting out its Entitlement, (b) deliver to the Warrant Holder a certified
copy of an extract of the resolutions of the directors of the Company approving and
authorising (i) the execution of this Instrument and the transactions contemplated hereunder,
(ii) the issue of the Warrants to the Warrant Holder in accordance with the terms and
conditions set out herein, and (c) deliver to the Warrant Holder a certified copy of the
resolutions of the Shareholders approving and authorising the issue of the Warrants to the
Warrant Holder and the issue of the Warrant Shares upon exercise of the Subscription Rights in
accordance with the terms and conditions set out herein.3.
    
    REGISTER AND WARRANT CERTIFICATES
 3.1
    
    The Company shall maintain the Register in accordance with the provisions of paragraph 1 of
Schedule 3.
 3.2
    
    The Company shall, immediately upon entering the name of the Warrant Holder in the Register,
issue to the Warrant Holder a Warrant Certificate setting out the number of Warrant Shares and
the Entitlement in respect of which the Warrant Holder is entitled, at the relevant time, to
exercise Subscription Rights.4.
    
    SUBSCRIPTION RIGHTS AND MECHANICS OF EXERCISE4.1
    
    Rights to subscribe for Warrant Shares and Purchase Price
 4.1.1
    
    Subject to the terms and conditions of this Instrument, the Subscription
Rights may be exercised by the Warrant Holder (i) (with respect to a Change of Control
or Asset Sale), immediately before, and conditional upon, the occurrence of a Change of
Control or Asset Sale, provided that such Change of Control or Asset Sale occurs at any
time from the date of this Instrument up to and including 5.00pm on the Cut-off Date;
(ii) (with respect to a Listing), immediately before, and conditional upon, the
occurrence of a Listing,
provided that such Listing occurs at any time from the date of this Instrument up to
and including 5.00pm on the Cut-off Date; and (iii) (after a Listing), to the extent
permitted by Applicable Laws, at any time after a Listing at the Warrant Holders
discretion up to and including 5.00pm on the Extended Cut-off Date.
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4.1.2
    
    Each Warrant Holder may exercise its Subscription Rights in accordance with
the terms of this Instrument in whole or in part. For the avoidance of doubt, each
Warrant Holder shall have an independent right to exercise its Subscription Rights in
respect of any or all of the Warrants held by such Warrant Holder, and any exercise or
non-exercise of any Subscription Rights by any Warrant Holder shall not affect the
ability of any other Warrant Holder to exercise or refrain from exercising any of its
Subscription Rights in respect of any or all of the Warrants held by such other Warrant
Holder.
 4.2
    
    Procedure for Exercise
 4.2.1
    
    The Company shall, and the Controlling Shareholders shall procure that the
Company shall, (a) promptly notify each Warrant Holder in writing upon the submission
of an application to any Stock Exchange in connection with a Listing (and such notice
shall state the terms of the proposed Listing) and (b) give each Warrant Holder not
less than thirty (30) days prior written notice of the occurrence of any Change of
Control or Asset Sale, or, if earlier, not less than thirty (30) days written notice
prior to the entering of any person into any definitive transaction documents for any
Asset Sale or Change of Control (in each of (a) and (b) such notice being the Exit
Notice) specifying, so far as it is reasonably able to do so, the anticipated Exit
Date, together with details of the number of Warrant Shares representing the
Entitlement in respect of which the Warrant Holder is entitled to exercise its
Subscription Rights (as evidenced by the Register at the date of the Exit Notice).
Without prejudice to clause 4.2.4, after serving the Exit Notice the Company shall
promptly send to the Warrant Holder such further information of which it becomes aware
relating to the progress of the Exit Event, including relating to any increase or
decrease in the likelihood of the Exit Event occurring, any change in the anticipated
terms, or timetable, of the Exit Event and/or the failure or lapse (whether temporary
or permanent) of the Exit Event, with the intent that the Warrant Holder shall be kept
informed at all times of any changes or other circumstances which are material to the
Exit Event.
 4.2.2
    
    Following receipt of the Exit Notice, the Warrant Holder (including its
authorized representatives) shall be entitled to review the Company including all of
the business and activities of the Group to ensure that the Warrant Holder would not be
at risk of violating the FCPA or Sanctions or Conflict of Interests Laws and
Regulations by exercising its Subscription Rights (FCPA Review). The Company shall
cooperate fully with the FCPA Review. In particular, the Warrant Holder shall be
entitled for purposes of the FCPA Review to at reasonable times visit and inspect
Companys facilities, to have access to senior managers of the Company, to examine the
Companys books of accounts and records and to discuss their affairs, finances and
accounts with its directors, officers, employees, accountants, legal counsel and
financial advisors. Upon completion of the FCPA Review, the Warrant Holder shall
issue a notice in writing to the Company setting out the results of the FCPA Review
and any areas of deficiency (FCPA Notice). Following the receipt of the FCPA
Notice, the Company shall have ten (10) days to cure any identified deficiencies.
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Liquidated
Damages Amount = (A - B) x C
  A
    
    =
    
    the Current Market Price (construed as if the
Subscription Rights had been exercised);B
    
    =
    
    the Purchase Price per Warrant Share (construed as
if the Subscription Rights had been exercised); andC
    
    =
    
    the total number of Warrant Shares held by the
Warrant Holder (construed as if the Subscription Rights had been exercised)
(for the avoidance of doubt, as such number of Warrant Shares has been adjusted
in accordance with clause 6).
 4.2.3
    
    As a condition precedent to each exercise of its Subscription Rights, an
Exercising Warrant Holder shall submit a duly completed Exercise Notice, which notice
shall also set out the Exercised Entitlement of such Exercising Warrant Holder in
respect of which it wishes to exercise such Subscription Rights (which may be the whole
or part only of its Entitlement) at the Registered Office not less than two (2)
Business Days before the Exit Date or (if after a Listing) the intended date of
exercise (such Exit Date or (if after a Listing), the intended date of exercise, as the
case may be, being an Exercise Date) together with (i) its Warrant Certificate and
(ii) subject to clause 4.3, the Purchase Price payable to the Company. A Warrant
Holder may nominate (in writing to the Company) another person to take up its Warrant
Shares. The Company shall promptly (and in any event by no later than five (5) Business
Days prior to such Exit Date) notify such Exercising Warrant Holder the Purchase Price
payable by such Exercising Warrant Holder in respect of such exercise of Subscription
Rights. Subject to the provisions of clause 4.3 and 4.2.4 and/or any other provisions
of this Instrument, upon exercise, an Exercising Warrant Holder is obliged to subscribe
for at the Purchase Price, and the Company is obliged to allot and issue to such
Exercising Warrant Holder, such number of Warrant Shares representing the Entitlement
of such Exercising Warrant Holder in respect of which such Exercising Warrant Holder is
exercising its Subscription Rights (the Exercised Entitlement of such Exercising
Warrant Holder).
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4.2.4
    
    If, after service of an Exit Notice on the Warrant Holder in accordance with
clause 4.2.1, it becomes apparent to the Company that the Exit Event will not occur,
the Company shall promptly thereafter give notice in writing to the
Warrant Holder stating that this is the case and setting out the reasons therefor
(the Revocation Notice) or if the proposed Exit Event does not occur for any
reason, then irrespective of whether any Revocation Notice has been given:
 (a)
    
    any Exercise Notice served on the Company by the Warrant Holder
as a result of the service by the Company of an Exit Notice in connection with
that Exit Event shall be deemed to have been revoked and any exercise of any
Subscription Rights in connection with such proposed Exit Event shall be deemed
not to have been made;
 (b)
    
    the Company shall return to the Warrant Holder any Warrant
Certificate lodged pursuant to clause 4.2.3 and the Purchase Price it has
received at the same time as it gives the Revocation Notice (or, if earlier,
three (3) Business Days after it becomes apparent that such Exit Event is not
occurring within the timing set forth in the Exit Notice relating thereto); and
 (c)
    
    the Subscription Rights in respect of any Warrants (construed
as if no Exercise Notice or exercise of any Subscription Rights had been given
or made in respect of such proposed Exit Event) shall remain exercisable in
full in accordance with the provisions of this Instrument.
 4.2.5
    
    In the event of an exercise of Subscription Rights by such Exercising Warrant
Holder in accordance with this Instrument, the Company shall procure that the number of
Warrant Shares attributable to the Exercised Entitlement of such Exercising Warrant
Holder shall be allotted and issued to such Exercising Warrant Holder (or to such
persons as may be nominated by such Exercising Warrant Holder in the Exercise Notice)
as legal and beneficial owner and free of any Encumbrance on such Exercise Date. For
the avoidance of doubt, in the event of an exercise of Subscription Rights before or on
the occurrence of an Exit Event, the Warrant Shares shall be issued in time to
participate in the Exit Event.
 4.2.6
    
    In the event of an exercise of Subscription Rights by such Exercising Warrant
Holder, but subject to clause 4.3, the Company shall procure that:
 (a)
    
    share certificates (physical or uncertificated versions thereof
held in the relevant Stock Exchanges clearing system) representing such
Warrant Shares allotted and issued pursuant to clause 4.2.5 are delivered to
such Exercising Warrant Holder (or such other persons as may be nominated by
such Exercising Warrant Holder in the Exercise Notice); and
 (b)
    
    the Exercising Warrant Holder (or such other persons as may be
nominated by such Exercising Warrant Holder in the Exercise Notice) is entered
in the register of members of the Company as the holder of the relevant Warrant
Shares within the time frame referred to in clause 4.2.5 and as required by the
Applicable Laws and a certified copy of the register of members of the Company
evidencing the same is delivered to such Exercising Warrant Holder (or such
other persons as
may be nominated by such Exercising Warrant Holder in the Exercise Notice).
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4.2.7
    
    The Company shall procure that the Warrant Shares allotted and issued pursuant
to the exercise of Subscription Rights:
 (a)
    
    shall be allotted and issued credited as fully paid and shall
be free of any Encumbrance;
 (b)
    
    shall have the rights set out in the Articles relating to
Ordinary Shares;
 (c)
    
    shall rank pari passu in all respects with Ordinary Shares then
in issue; and
 (d)
    
    shall be entitled to receive any Distribution which has
previously been announced or declared provided that the date by which the
holder of Ordinary Shares must be registered to participate in such
Distribution is on or after the date on which the Exercise Notice in respect of
the relevant Warrant Shares was lodged with the Company.
 4.2.8
    
    No fractions of a Warrant Share shall be issued on the exercise of a Warrant
but if more than one Warrant is exercised at the same time by the Warrant Holder then,
for the purposes of determining the number of Warrant Shares to be issued and whether
any (and if so, what) fraction of a Warrant Share arises, the number of Warrant Shares
arising on the exercise of each Warrant (including, for this purpose, fractions) shall
first be aggregated. If there is still any fraction of a Warrant Share after such
aggregation, such fraction shall be rounded up to the nearest whole Warrant Share and
the Warrant Holder shall be issued one additional whole Warrant Share in lieu of any
such fraction of a Warrant Share.
 4.3
    
    Cash Settlement
 4.3.1
    
    (In the event of an exercise of Subscription Rights by an Exercising Warrant
Holder in respect of an Asset Sale or Change of Control that occurs prior to 5.00pm on
the Cut-off Date), upon the exercise of the Subscription Rights with respect to the
Exercised Entitlement of that Exercising Warrant Holder, the Company shall, if
requested by such Exercising Warrant Holder (Cash Settlement Event), pay cash to such
Exercising Warrant Holder in respect of such Exercised Entitlement in lieu of issuing
Warrant Shares (Cash Settlement) in accordance with this clause 4.3.
 4.3.2
    
    In connection with a Cash Settlement Event, such Exercising Warrant Holder
shall specify in its Exercise Notice information of its bank account (Cash Settlement
Account) to which the Cash Settlement Amount is to be paid.
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4.3.3
    
    The aggregate amount of cash payable to such Exercising Warrant Holder if the
Company is bound to make Cash Settlement under clause 4.3.1 (Cash Settlement Amount)
in respect of any exercise of any of the Subscription Rights relating to the Exercised
Entitlement (or any part thereof) of such
Exercising Warrant Holder shall be determined in accordance with the following
formula:
 Cash Settlement Amount =
  A
    
    =
    
    the Exit Price (in respect of such exercise);B
    
    =
    
    the Purchase Price per Warrant Share; andC
    
    =
    
    the total number of Warrant Shares subject to Cash
Settlement (for the avoidance of doubt, as such number of Warrant Shares has
been adjusted in accordance with clause 6).
 4.3.4
    
    If Cash Settlement applies in respect of any exercise by such Exercising
Warrant Holder of any of its Subscription Rights in accordance with clause 4.3.1, the
Company shall pay the Cash Settlement Amount (in respect of such Cash Settlement to
which such exercise of Subscription Rights relates) to the Cash Settlement Account of
such Exercising Warrant Holder by wire transfer of immediately available funds, (i) on
the Exit Date, (ii) within three (3) Business Days from the date on which the Exit
Price (relating to such exercise) is finally determined in accordance with the
provisions of clause 4.4 or (iii) if such Exercising Warrant Holder has not provided
the details of its Cash Settlement Account to the Company, within three (3) Business
Days from the date on which such Exercising Warrant Holder gives notice of the details
of its Cash Settlement Account to the Company, whichever is later.
 4.3.5
    
    For the avoidance of doubt, a Warrant Holder shall not be obligated to make
any payment to the Company in the event of a Cash Settlement (irrespective of whether
the Cash Settlement Amount in respect of such Cash Settlement is a negative number).
 4.4
    
    Exit Price
 4.4.1
    
    In the event that the Cash Settlement Amount or the Purchase Price (in respect
of any exercise of any Subscription Rights relating to any Warrants in connection with
a Change of Control or an Asset Sale) is required to be determined by reference to the
Exit Price, the Exit Price (on a per Share basis) relating to such exercise shall be
determined as follows:
 (a)
    
    In the event that Shares in the Company are purchased in
connection with a Change of Control, in accordance with the following formula:
 
  P =
    
    value of total purchase consideration paid
for the Shares purchased in connection with the Change of ControlQ =
    
    number of Shares purchased in connection with
the Change of Control;
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(b)
    
    In the event that Shares in the Company are not purchased in
connection with the Change of Control and accordingly clause 4.4.1(a) above
does not apply, the Company shall, at least 45 days prior to the Exit Date,
appoint at the cost of the Company an Approved Audit Firm to determine the Exit
Price which shall be equal to the then Fair Market Value of each Share on an as
Converted Basis. For the avoidance of doubt, when evaluating such Fair Market
Value of each Share, (i) all the accrued interest with respect to all
Preference Shares shall be excluded from the valuation of the Company and (ii)
in the case of an Asset Sale, the valuation shall be made on the basis that the
Asset Sale has not occurred. The Approved Audit Firm shall issue and deliver
to the Company and the Warrant Holders, within thirty (30) days from its
appointment, a review opinion setting out the Exit Price in respect of such
exercise as determined by it. In determining the Exit Price, the Approved Audit
Firm shall act as an expert and not an arbitrator.
 4.5
    
    Replacement Options upon Change of Control or Asset Sale
  4.6
    
    Term
  4.7
    
    No lapse
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4.8
    
    Payment of Taxes
  5.
    
    LISTING
 5.1
    
    Stock Exchanges
  5.2
    
    Stock Exchanges objections
  6.
    
    ADJUSTMENT
 6.1
    
    If at any time or from time to time after the date of this Instrument, the Shares issuable
upon exercise of the Subscription Rights are changed into the same or a different number of
Shares or any class or classes of Shares of the Company, whether by subdivision,
consolidation, reclassification or otherwise, in any such event, a Warrant Holder shall have
the right thereafter to exercise its Warrants to purchase the kind and amount of Shares and/or
other securities and property receivable upon such subdivision, consolidation,
reclassification or other change which a Warrant Holder could have received had it exercised
such Warrants immediately prior to such subdivision, consolidation, reclassification or other
change, and its other rights under this Instrument shall be adjusted and construed
accordingly.
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6.2
    
    In the case of a Change of Control or an Asset Sale, if a Warrant Holder does not exercise
its rights under clauses 4.2, 4.3 or 4.5, appropriate adjustment acceptable to the Warrant
Holders represented by a Written Consent shall be made with respect to any unexercised
Subscription Rights so that, after such adjustment, the total number of Warrant Shares in
respect of which the Subscription Rights will then be, or be capable of being, exercised will
carry:
 (a)
    
    as nearly as possible (and in any event not less than) the same proportion
(expressed as a percentage of the total number of votes exercisable on a poll in
respect of all the Shares) of the votes;
 (b)
    
    the same entitlement to participate (expressed as a percentage of the total
entitlement conferred by all the Shares) in the profits and assets of the Company; and
 (c)
    
    the same entitlement to receive value (expressed as a percentage of the total
entitlement conferred by all the Shares) on the occurrence of an Exit Event,
  6.3
    
    If any of the following events takes place, the Purchase Price shall be adjusted to take
account thereof as follows:
 6.3.1
    
    Split, subdivision or combination of shares: If the Company at any time while
the Warrants remain outstanding splits, subdivides or combines the securities as to
which Subscription Rights under this Warrant exist, into a different number of
securities of the same class, the Purchase Price for such securities shall be
proportionately decreased in the case of a split or subdivision or proportionately
increased in the case of a combination.
 6.3.2
    
    Issue of new shares or convertible securities: If the Company at any time
while the Warrants remain outstanding creates, issues or allots any Ordinary Shares or
any securities convertible into any Ordinary Shares of the Company, the Purchase Price
shall immediately be adjusted so that after such adjustment the reference to the amount
of US$3.40 per Warrant Share in the definition of Purchase Price (as adjusted in
accordance with this clause) shall be replaced by such amount in US Dollars per Warrant
Share as reflects the intent that the Warrant Holders are entitled to exercise their
Subscription Rights to receive the Total Entitlement of 15% of the then Fully Diluted
Share Capital in return for the payment of an aggregate Purchase Price of One Million
Fifty Five
Thousand Three Hundred and Twenty Eight US Dollars and Sixty Cents
(US$1,055,328.60).
  - 19 -




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##### 



6.4
    
    The Company shall: (i) notify the Warrant Holders in writing at least ten (10) days prior to
any event as described in clause 6, describing in detail the proposed adjustment and provide
any clarification as may be reasonably requested by the Warrant Holders and (ii) promptly and
in any event within five (5) days after the event update the Register and send the Warrant
Holders written notice detailing the adjustment together with a replacement Warrant
Certificate setting out the adjusted Entitlement (if any) of the Warrant Holders. For the
avoidance of doubt, such adjustment shall be effective irrespective of whether such
replacement Warrant Certificate(s) are issued and/or delivered to the Warrant Holders.7.
    
    UNDERTAKINGS OF THE COMPANY
 7.1
    
    The Company undertakes, and the Controlling Shareholders shall procure in respect of the
Company, that whilst any Warrants are outstanding (except with the prior sanction of the
Warrant Holders (acting by Written Consent)):
 7.1.1
    
    it shall ensure that the aggregate Warrant Shares issued or to be issued to
the Warrant Holders on an as-exercised basis in full represent the Total Entitlement of
the Fully Diluted Share Capital;
  7.1.3
    
    it will not modify the rights attached to any Shares in the capital of the
Company in any way which could reasonably be expected to have an adverse effect on the
rights of the Warrant Holders or the value of the Warrants or of the Warrant Shares;
 7.1.4
    
    (i) it will not issue any Shares (or rights to subscribe for or rights
convertible into Shares) in the capital of the Company at a value per Share which is
less than the Fair Market Value (other than employee incentive options approved by the
Board) and (ii) it will not issue to any person any Preference Shares with a right of
conversion or redemption unless such person executes a Deed of Undertaking in favour of
the Warrant Holders;
 7.1.5
    
    it will comply with all applicable regulatory requirements in respect of the
issue of the Warrants and the continuing validity of the Warrants thereafter until all
of the Warrants are exercised or lapsed or this Instrument is terminated in accordance
with the terms and conditions of this Instrument;
 7.1.6
    
    it will not permit or carry out any Change of Control or Asset Sale, whether
for the purposes of effecting a Listing or otherwise, unless the Warrant Holders
consent (by Written Consent) and receive the Cash Settlement Amount if requested in
accordance with clause 4.3;
  - 20 -




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7.1.7
    
    it will not conclude terms for a Listing unless the Listing involves a
quotation for and/or Registration of all the Warrant Shares which have been issued or
which would be issued upon exercise of the Warrants to the extent the Warrant Holders
elect to exercise conditional upon or after such Listing (or any shares
in the Company into which they may convert in connection with the Listing) on terms
which are no less favourable than those applicable to the other issued Ordinary
Shares (or any shares into which they convert) and the shares to be issued upon the
Listing (including being listed on the principal securities exchanges and markets
within the United States, if any, on which other issued shares and the shares to be
issued upon the Listing are then listed);
 7.1.8
    
    it will not conclude terms for any Listing and will not undertake any Listing
pursuant to which lock-up or similar restrictions are imposed (whether at the request
or requirement of the Stock Exchange and/or the underwriters in respect of such Listing
or otherwise) on any of the Shares (including any Warrant Shares) unless: (i) the
Warrant Holders are permitted to sell all of the Warrant Shares during the Listing;
(ii) such lock-up is required (and provided to the extent required) by the Stock
Exchange in respect of such Listing and the period of such lock-up with respect to the
Warrant Shares is no longer than the period of lock-up with respect to any other Shares
imposed in connection with the Listing and provided further that in no case shall the
period of lock-up exceed six (6) months after the Listing Date; or (iii) in any other
case it obtains the prior written consent of the Warrant Holders (acting by Written
Consent);
 7.1.9
    
    it shall ensure that any listing or secondary offering that is primarily based
on the Business or the assets or business of the Group or any part thereof shall be
made by the Company by way of a Listing;
 7.1.10
    
    it will not violate or breach any of the terms under this Instrument or the
Transaction Documents or take any action for the purpose of avoiding or seeking to
avoid the performance of any of the terms to be observed or performed by it under this
Instrument or under the Transaction Documents;
 7.1.11
    
    it will remain in full compliance with Anti-Bribery and Conflict of Interests Laws
and engage in no conduct that would be prohibited of U.S. persons under the FCPA;
 7.1.12
    
    it will adopt and implement the Compliance Program, as defined at section 12 of the
Management Agreement;
 7.1.13
    
    it will remain in full compliance with applicable Sanctions Laws and Regulations and
engage in no business with Sanctions Targets that would be prohibited of U.S. persons;
and
 7.1.14
    
    it will not amend the Shareholders Agreement (except to adopt the Amended
Shareholders Agreement), the Amended Shareholders Agreement or the Articles, in each
case in any way which could reasonably be expected to have an adverse effect on the
rights of the Warrant Holders thereunder or under this Instrument or the rights of
Blizzard under any Deed of Undertaking, the Gigamedia Deed of Guarantee, Undertaking
and Indemnity or the Raffles Deed of Undertaking, or the value of the Warrants or of
the Warrant Shares, except with the prior approval of the Warrant Holders (by Written
Consent).
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##### 



8.
    
    WINDING UP OF THE COMPANY
 8.1
    
    If at any time while any Warrants are outstanding an order is made or an effective resolution
is passed for the winding up or dissolution of the Company or if any other dissolution of the
Company by operation of law is to be effected, the Company shall as soon as reasonably
practicable send to the Warrant Holders a notice in writing stating that such an order has
been made or resolution has been passed or other dissolution is to be effected. The Warrant
Holders may at any time within three months after the date of such notice elect, by notice in
writing to the Company, to be treated as if it had, immediately before the date of the making
of the order or passing of the resolution or other dissolution, exercised all its Subscription
Rights. On giving such notice, the Warrant Holders shall be entitled to receive out of the
assets which would otherwise be available to the holders of Ordinary Shares in the
liquidation, such a sum, if any, as it would have received had it been the holder of the
Warrant Shares to which it would have been entitled by virtue of that exercise.
 8.2
    
    Subject to compliance with clause 8.1, the Warrants shall lapse on a dissolution or winding
up of the Company.
 8.3
    
    For the avoidance of doubt, the Warrant Holders shall not have any obligation to make any
actual payment to the Company in connection with a dissolution or winding up of the Company.
 9.
    
    TRANSFER OF WARRANTS
  10.
    
    VARIATION OF RIGHTS AND VOTES10.1
    
    Modification
  10.2
    
    Endorsement
  10.3
    
    Termination
 10.3.1
    
    This Instrument, except for clauses 12.4, 12.5, 13.4, 13.5, 13.7, 13.8, 15, 16, 17,
19, 20, 21 and 22, shall terminate and shall cease to have effect at the earlier of:
(a) when all rights of the Warrant Holders under this Instrument have lapsed or have
been exercised in accordance with the terms of this Instrument and (b) when all Warrant
Holders, the Company and the
Controlling Shareholders agree in writing that this Instrument shall terminate and
cease to have any effect.
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##### 



10.3.2
    
    Notwithstanding clause 10.3.1, clauses 7.1 and 12.1 to 12.3 (inclusive) shall cease
to apply upon and after a Listing. Clause 12.4, 12.5 and 13.5 shall cease to bind the
Company upon and after a Listing, but shall continue to apply to the Controlling
Shareholders, to the extent permitted by Applicable Laws.
 10.4
    
    Votes and written resolutions
 10.4.1
    
    All decisions by the Warrant Holders pursuant to this Instrument shall be taken by
way of Written Consent.
 10.4.2
    
    In voting by the Warrant Holders on any proposed Written Consent, each Warrant Holder
is entitled to such proportion of votes represented by its Entitlement borne to the
Total Entitlement. A Warrant Holder need not use its entire proportion of votes or cast
all its proportion of votes it uses in the same way.
 10.4.3
    
    A Written Consent may be contained in one document or in several documents in like
form each signed by one or more of the relevant Warrant Holders and the date of the
resolution will be when the resolution is signed by or on behalf of the last relevant
Warrant Holder.
 11.
    
    PURCHASE
  12.
    
    INFORMATION AND REPRESENTATION RIGHTS OF WARRANT HOLDERS12.1
    
    The Company shall send to the Warrant Holders:
 12.1.1
    
    the annual budget and operating plan for the succeeding fiscal year no later than
thirty (30) days prior to the end of each fiscal year;
 12.1.2
    
    copies of the audited consolidated accounts of the Company in respect of each
financial year forthwith on the same becoming available and in any event not later than
ninety (90) days from the date of each such financial year, such accounts to be audited
by the Approved Audit Firm; and
 12.1.3
    
    such other information regarding the business and financial affairs of the Group as
the Warrant Holders may reasonably request (and it shall be reasonable for the purposes
of this clause 12.1.3 for the Warrant Holders to request any information which the
holders of Shares are entitled to receive under the Shareholders Agreement).
  - 23 -




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##### 



12.2
    
    The Warrant Holders shall have the right independently to call for, to examine and inspect at
all reasonable times, the books, records and accounts of the Company and any of its
Subsidiaries and may appoint and authorise any person to make such examination on its behalf.
The Company and the Controlling Shareholders shall procure that the Approved Audit Firm shall
cooperate with such persons and provide access to such information and records as well as any
explanations as such persons may reasonably request in relation to the Companys accounts and
records. The Warrant Holders shall also have the right to request for any discussions with, or
explanations from, any Director, offices, employee, Approved Audit Firm, auditor, legal or
other professional adviser of the Company in relation to any queries it may have relating to
the Business or the operations of the Company. Any costs incurred shall be borne by the
Warrant Holders requesting for the examination, unless any material or substantial defect was
found through such examination evidencing breach of this Instrument in which case the party so
breaching this Instrument shall bear the costs so incurred.
 12.3
    
    The Warrant Holders, or any agent or corporate representative appointed to act on their
behalf, shall be entitled to attend and speak (but shall not, by virtue of or in respect
solely of its holding of Warrants, be entitled to vote) at general meetings of the holders of
Shares.
 12.4
    
    Prior to and after the exercise by the Warrant Holders of their Subscription Rights with
respect to all the Warrants including, to the extent permitted by Applicable Laws, at all
times after a Listing, the Warrant Holders (acting by Written Consent) shall at all times be
entitled to appoint one observer (the Blizzard Observer) to receive notice of, attend and
speak (but the Blizzard Observer shall not be entitled to vote) at meetings of the Board
(except for discussions at meetings of the Board pertaining to game products licensed by other
game developers) and to remove the Blizzard Observer and to appoint another person in his
place (such appointment or removal to be made by notice in writing to the Company). In the
event that the Warrant Holders exercise this right to appoint the Blizzard Observer as
provided herein, the Controlling Shareholders shall ensure that the Blizzard Observer is
entitled to the rights provided in this clause 12.4 as well as all information rights that a
director of the Company is entitled to under Applicable Laws, the Articles or shareholders
agreement in respect of the Company. The Company shall indemnify the Blizzard Observer and
Blizzard against any claims that may be brought against the Blizzard Observer in relation to
his or her capacity of an observer at meetings of the Board. Notwithstanding any act or
omission to act by the Blizzard Observer at the Board meetings of the Company, neither the
Blizzard Observer nor Blizzard shall be liable for any actions or resolutions discussed,
approved or disapproved at the Board meetings of the Company.
 12.5
    
    If, following exercise of the Subscription Rights with respect to any Warrants, provided that
the Warrant Holders at the relevant time collectively hold no less than five per cent. (5%) of
the issued share capital of the Company, to the extent permitted by Applicable Laws, the
Warrant Holders (acting by Written Consent) shall be entitled to nominate one director (the
Blizzard Director) to the Board and to remove the Blizzard Director and to nominate another
person in his place (such appointment or removal to be made by notice in writing to the
Company), and the Blizzard Director shall be entitled to all the rights and shall
  - 24 -




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##### 



follow all
the procedures that a director of the Company is entitled to or is required to follow under the then applicable articles of
association or shareholders agreement (if any) in respect of the Company. The Controlling Shareholders shall
ensure that the nominee of the Warrant Holders is appointed to and removed from the Board in accordance with
this clause pursuant to a notice in writing from the Warrant Holders to the Company. No Blizzard Director shall
assume any personal liability for any acts performed in his or her capacity as a member of the Board unless any
action or inaction of the Blizzard Director constitutes wilful misconduct, gross negligence or violation of
applicable criminal laws. With the exception of the preceding sentence, the Controlling Shareholders shall
procure that the Company shall indemnify the Blizzard Director against any claims that may be brought against
the Blizzard Director in relation to acts performed in the capacity of a member of the Board.12.6
    
    The Warrant Holders may pass any information obtained under this clause 12 to:
 12.6.1
    
    any member of the Warrant Holders Group;
 12.6.2
    
    an employee or director of, or professional adviser, to any member of that Warrant
Holders Group; or
 12.6.3
    
    any person to whom it is proposing to transfer Warrants pursuant to paragraph 2 of
Schedule 3 or Warrant Shares (subject to such proposed transferee(s) having executed a
confidentiality undertaking in favour of the Company).
 12.7
    
    The Blizzard Director and the Blizzard Observer may pass any information obtained in his
capacity as such to the Warrant Holders and to any member of the Warrant Holders Group.13.
    
    WARRANTIES AND UNDERTAKINGS13.1
    
    Warranties in respect of the Controlling Shareholders
  13.1.1
    
    in the case of MCIL and CIL, it is a company duly organised, validly existing and in
good standing under the laws of its jurisdiction of incorporation;
 13.1.2
    
    in the case of MCIL and CIL, it has all requisite power, right and authority taken
all necessary action to authorise its entry into, has obtained all necessary consents
and waivers, to execute, deliver, exercise its rights and perform its obligations
under, this Instrument and to consummate the transactions contemplated hereby;
 13.1.3
    
    no approvals are required under any Applicable Laws in relation to the transactions
contemplated by this Instrument;
 13.1.4
    
    his or its obligations under this Instrument constitute valid, legal and binding
obligations and are enforceable in accordance with its terms; and
  - 25 -




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##### 



13.1.5
    
    the execution and delivery of, and the performance by him or it of his or its
obligations under this Instrument will not result in:
 (a)
    
    in the case of MCIL and CIL, a breach of any provision of its
memorandum or articles of association or by-laws or equivalent constitutional
documents;
 (b)
    
    a breach of, or constitute a default under, or conflict with
any agreement or any instrument to which he or it is a party or by which he or
it is bound;
 (c)
    
    a breach of any order, judgment or decree of any court or
governmental agency to which he or it is subject or by which he or it is bound
or submits;(d)
    
    a breach of any Applicable Laws; or
 (e)
    
    his or its losing the benefit of any material permit, asset,
license, grant, subsidy, right or privilege which he or it enjoys in any
jurisdiction.
 13.2
    
    Warranties in respect of the Company
  13.2.1
    
    the Company is a company duly organised, validly existing and in good standing under
the laws of its jurisdiction of incorporation;
 13.2.2
    
    the Company has all requisite power, right and authority and has taken all necessary
action to authorise its entry into, and has obtained all necessary consents and
waivers, to execute, deliver, exercise its rights and perform its obligations under,
this Instrument and to consummate the transactions contemplated hereby;
 13.2.3
    
    no approvals are required under any Applicable Laws in relation to the transactions
contemplated by this Instrument;
 13.2.4
    
    the Companys obligations under this Instrument constitute its valid, legal and
binding obligations and are enforceable in accordance with its terms;
 13.2.5
    
    the execution and delivery of, and the performance by the Company of its obligations
under this Instrument will not result in:
 (a)
    
    a breach of any provision of its memorandum or articles of
association or by-laws or equivalent constitutional documents;
 (b)
    
    a breach of, or constitute a default under, or conflict with
any agreement or any instrument to which it is a party or by which it is bound;
or
 (c)
    
    a breach of any order, judgment or decree of any court or
governmental agency to which it is a party or by which it is bound or submits;
 (d)
    
    a breach of any Applicable Laws; or
 (e)
    
    it losing the benefit of any material permit, asset, license,
grant, subsidy, right or privilege which it enjoys in any jurisdiction;
  - 26 -




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13.2.6
    
    the Board has authorised the execution of this Instrument;
 13.2.7
    
    immediately after the issue of the Warrants, the following Shares in the Company will
represent the total of: (i) the entire issued share capital of the Company; and (ii)
all of those Shares in the capital of the Company (excluding the Warrant Shares) which
the Company is obliged to issue upon the exercise in full of all Outstanding Options in
existence at the date of this Instrument:
 Ordinary Shares
    
    
    250,000Class A Shares (on a Converted Basis )
    
    
    800,000Class B Shares (on a Converted Basis)
    
    
    1,408,881
 13.2.8
    
    the Founder Controls MCIL and CIL;
 13.2.9
    
    other than (i) as set out in this clause 13.2 and (ii) pursuant to this Instrument,
as at the date of this Instrument there is no agreement, arrangement or obligation
requiring the creation, allotment, issue or grant to a person of the right (conditional
or not) to require the allotment or issue of any Shares in the Company (including any
option or right of conversion);
 13.2.10
    
    as of the date of this Instrument, other than pursuant to this Instrument, there is
no Encumbrance, and there is no agreement, arrangement or obligation to create or give
an Encumbrance, over any unissued share capital of the Company. No person has claimed
to be entitled to an Encumbrance in relation to any unissued share capital of the
Company. Other than pursuant to this Instrument, there are no securities convertible
into or ultimately exchangeable or exercisable for any share in the Company;
 13.2.11
    
    the Company has obtained the requisite authority, pursuant to the laws of its
jurisdiction of incorporation, to issue the Warrants and the Warrant Shares to be
issued upon the exercise of the Subscription Rights;
 13.2.12
    
    the Warrant Shares, when issued, will be free from any Encumbrances, allotted and
issued credited as fully paid, and rank pari passuin all respects with the existing
Ordinary Shares;
 13.2.13
    
    the allotment and issue of the Warrant Shares to the Warrant Holders pursuant to the
terms hereof will vest in the Warrant Holders valid legal and beneficial title to the
Warrant Shares free and clear of all Encumbrances; and
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13.2.14
    
    neither the Company nor any of the Controlling Shareholders know or have reason to
believe that the Company (or its Affiliates) or its directors, employees, or agents
(including any sub-licensee or distributor of the Company or any other person engaged
to obtain business or regulatory advantage, develop customer relationships, or
interface with Government
Agencies and/or Government Officials), have or will pay, offer, promise, or
authorize the payment of money or anything of value, directly or indirectly, to a
Government Official while knowing or having reason to believe that any portion of
such exchange is for the purpose of:
 (a)
    
    influencing any act or decision of such Government Official(s)
in their official capacity, including the failure to perform an official
function, in order to assist the Company or any other person in obtaining or
retaining business, or directing business to any third party;(b)
    
    securing an improper advantage;
 (c)
    
    inducing such Government Official(s) to use their influence to
affect or influence any act or decision of a Governmental Agency in order to
assist the Company or any other person in obtaining or retaining business, or
directing business to any third party; or
 (d)
    
    providing an unlawful personal gain or benefit, of financial or
other value, to such Government Official(s).
 13.3
    
    Upon exercise of the Subscription Rights by a Warrant Holder and immediately before the issue
of the Warrant Shares pursuant to such exercise,
 13.3.1
    
    each of the Controlling Shareholders is deemed to warrant to that Warrant Holder that
each of the warranties in clauses 13.1 and 13.2; and
 13.3.2
    
    the Company is deemed to warrant to that Warrant Holder that each of the warranties
in clause 13.2,
  13.4
    
    Non-Competition Undertaking
 13.4.1
    
    None of the Controlling Shareholders shall, and each of the Controlling Shareholders
shall procure that none of the Related Parties Controlled by any of them and none of
the directors nominated by the Company to Monsoon shall:
 (a)
    
    at any time during the License Term, carry on or be engaged or
interested in or assist any person in carrying on any Competing Business;
 (b)
    
    at any time during the License Term and for a period of one (1)
year after the License Term, without the prior written consent of the Warrant
Holders (by Written Consent), either solely or jointly with or on behalf of any
person, directly or indirectly, (i) employ or engage (or solicit or contact
with a view to the engagement or employment in a Competing Business), a person
who is, or was at any time during the preceding twelve (12) months, employed or
engaged by Monsoon or Monsoons Subsidiaries, or (ii) encourage any personnel
temporarily transferred from the Company or its Subsidiaries to Monsoon or
Monsoons Subsidiaries and working substantially full-time on the Monsoon
Business at any time during the preceding twelve (12) months to cease to be
dedicated full-time to the affairs of Monsoon or Monsoons Subsidiaries.
  - 28 -




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13.4.2
    
    Each undertaking contained in clause 13.4.1 shall be read and construed independently
of the other covenants therein contained so that if one or more should be held to be
invalid as an unreasonable restraint of trade or for any other reason whatsoever, then
the remaining covenants shall be valid to the extent that they are not held to be so
invalid.
 13.4.3
    
    While the covenants in clause 13.4.1 are considered by the Controlling Shareholders
and the Warrant Holders to be reasonable in all the circumstances, if one or more
should be held to be invalid as an unreasonable restraint of trade or for any other
reason whatsoever, but would have been held valid if part of the wording thereof had
been deleted or the period thereof reduced or the range of activities or area dealt
with thereby reduced in scope, the said covenants shall apply with such modifications
as may be necessary to make them valid and effective.
 13.4.4
    
    The undertakings contained in this clause 13.4 shall continue notwithstanding a
Listing.
 13.4.5
    
    For the avoidance of doubt, a breach of this clause 13.4 shall be deemed a material
breach of this Instrument.
 13.5
    
    Undertaking in relation to sale of Shares
 13.5.1
    
    During the License Term and notwithstanding a Listing, each of the Company and the
Controlling Shareholders shall not, and each of the Company and the Controlling
Shareholders shall procure that each of their Related Parties Controlled by any of them
and each of the directors nominated by the Company to Monsoon shall not, directly or
indirectly, sell or issue any Shares to any direct competitors of Blizzard, including
without limitation those listed in Schedule 4.
 13.5.2
    
    During the License Term and notwithstanding a Listing, each of the Company and the
Controlling Shareholders shall not, and each of the Company and the Controlling
Shareholders shall procure that each of their Related Parties Controlled by any of them
and each of the directors nominated by the Company to Monsoon shall not, directly or
indirectly, purchase or subscribe for any shares or make any equity investment in, or
enter into any joint venture or partnership with, any direct competitors of Blizzard,
including without limitation those listed in Schedule 4.
 13.5.3
    
    For the avoidance of doubt, a breach of this clause 13.5 shall be deemed a material
breach of this Instrument.
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##### 



13.6
    
    Amendments to Shareholders Agreement and Articles
  Founders Undertaking
  Controlling Shareholders Undertaking
  14.
    
    REPLACEMENT OF WARRANT CERTIFICATES
  15.
    
    CONFIDENTIAL INFORMATION
 15.1
    
    Subject to the provisions of this clause 15.1, the Warrant Holders shall keep confidential
information obtained from the Company relating to the Companys business and/or financial
affairs of the Group (the Confidential Information) confidential unless:
 15.1.1
    
    that information comes into the public domain otherwise than through a breach of the
Warrant Holders obligations under this clause 15; or
 15.1.2
    
    such information is required to be disclosed by Applicable Laws, by a rule of a
securities exchange on which a Warrant Holders shares (or a member of that Warrant
Holders Groups shares) are listed or traded or by a governmental
authority or other authority with relevant powers to which a Warrant Holder (or a
member of that Warrant Holders Group) is subject or submits, whether or not the
requirement has the force of law,
  - 30 -




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##### 



(a)
    
    members of that Warrant Holders Group;
 (b)
    
    an employee or director of, or professional adviser, to any member of that
Warrant Holders Group;
 (c)
    
    any person to whom it is proposing to transfer Warrants pursuant to paragraph 2
of Schedule 3, subject to execution by such person of a confidentiality agreement,
  15.2
    
    The Company and the Controlling Shareholders shall keep confidential information relating to
this Instrument (including its terms) and information obtained from the Warrant Holders or in
connection with the Warrant Holders exercise of their rights hereunder.
 16.
    
    TAX GROSS UP
 16.1
    
    If a deduction or withholding for or on account of Tax from a payment under this Instrument
is required by law to be made by the Company, the amount of the payment due from the Company
shall be increased to an amount which (after making all Tax deductions and withholdings)
leaves an amount equal to the payment which would have been due if no Tax deduction or
withholding had been required.
 16.2
    
    Within thirty (30) days of making a deduction or withholding as described in clause 16.1, the
Company shall deliver to the relevant Warrant Holders an original receipt (or a certified copy
thereof) reasonably satisfactory to the relevant Warrant Holders that such deduction or
withholding has been made or (as applicable) any appropriate payment has been paid to the
relevant Tax authority.
 17.
    
    NO SET-OFF
  18.
    
    PARTIAL INVALIDITY
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##### 



19.
    
    DEFAULT INTEREST
  20.
    
    NOTICES
  21.
    
    GOVERNING LAW AND DISPUTE RESOLUTION
 21.1
    
    This Instrument is governed by, and shall be construed in accordance with, the laws of
Singapore.
 21.2
    
    Any dispute, controversy or claim arising out of or in connection with this Instrument (a
Dispute), including any question regarding its existence, validity, interpretation, breach
or termination, shall be referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International Arbitration Centre for
the time being in force, which rules are deemed to be incorporated by reference in this
clause.
 21.3
    
    The arbitral tribunal (Tribunal) shall consist of three (3) arbitrators. The Warrant
Holders (acting by Written Consent) shall appoint one (1) arbitrator and the Company and the
Controlling Shareholders (acting jointly) shall appoint one (1) arbitrator. The third
arbitrator is to be jointly appointed by the first two (2) arbitrators and will act as the
Chairman of the Tribunal. The Chairman shall not be a citizen of the United States of America
or Singapore. The seat of arbitration shall be Singapore. The language of the arbitration
proceedings shall be English. Any award of the Tribunal shall be final and binding on the
parties from the day it is made. The parties undertake to carry out the award without delay.
 21.4
    
    The Company and the Controlling Shareholders each agree that the documents which start any
proceedings relating to a Dispute (the Proceedings) and any other documents required to be
served in relation to those Proceedings may be served on their legal advisers at the date of
this Instrument, on their behalf and irrevocably appoints such advisers as their agents to
accept service of Proceedings (the Process Agent). These documents may, however, be served
in any other manner allowed by law. This clause applies to all Proceedings wherever started.
If for any reason the Process Agent of the Company or the Controlling Shareholders ceases to
be able to act as such, the Company or such Warrant Holder shall immediately inform each other
of this, and undertake to appoint a substitute Process Agent, and to deliver to the Warrant
Holders a copy of the substitute Process Agents acceptance of that appointment, within thirty
(30) days of the original Process Agent ceasing to act as such.
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22.
    
    ANNOUNCEMENTS
 22.1
    
    Subject to clause 22.1, no party may make or send a public announcement, communication or
circular concerning this Instrument or any transactions or matters contemplated in this
Instrument unless it has first obtained the written consent of each of the other parties (such
consent not to be unreasonably withheld or delayed).
 22.2
    
    Clause 22.1 does not apply to a public announcement, communication or circular if it is
required by law or a regulation of a stock exchange provided that the party under such
disclosure obligation uses its reasonable endeavours to consult with the other parties prior
to such disclosure and take into account the reasonable requirements of the other parties as
to timing, content and manner of making or despatch.
 COUNTERPARTS
  This Instrument shall take effect as a deed poll.
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SCHEDULE 1  Initial warrant holders and initial warrants held
 Name of Warrant Holders
    
    Notice Address
    
    EntitlementBlizzard Entertainment
International, a
division of Coöperatie
Activision Blizzard
International U.A.
    
    Beechavenue 131 D 
1119 RB Schiphol-Rijk
The Netherlands 
Fax: +31 20 715 7701
Attention: Chief Executive Officer
    
    15 per cent. of the
Fully Diluted Share
CapitalTotal:
    
    
    
    15 per cent.
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SCHEDULE 2  Form of Warrant Certificate
 INFOCOMM ASIA HOLDINGS PTE. LTD.
 Incorporated in the Republic of Singapore
 WARRANT CERTIFICATE
 Certificate
No: [______]
    
    Date of Issue: [______]
 THIS IS TO CERTIFY Warrant Instrument
   
    Was affixed in the presence of:
    
    Signature of DirectorName of DirectorSignature of Director/
SecretaryName of Director/ Secretary
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THE WARRANTS ARE TRANSFERABLE PRIOR TO EXERCISE IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT
INSTRUMENT. A COPY OF THE WARRANT INSTRUMENT MAY BE OBTAINED ON REQUEST FROM THE COMPANY AT ITS
REGISTERED OFFICE. THE EXERCISE NOTICE AND FORM OF TRANSFER PRINTED ON THE NEXT PAGE(S) FORM PART
OF THIS CERTIFICATE.
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FIRST SCHEDULE TO THE WARRANT CERTIFICATE  Exercise Notice
 To be printed on the back of the Certificate
     Note: Insert appropriate alternative
 Alternative A  With respect to a Listing  Warrant Shares  the Listing Date insert date up to 90 days after the Listing Date
  Warrant Shares
relating to
Entitlement in
following percentage
    
    Name of Proposed Allottee
    
    Address of Proposed
Allottee
  Alternative B  With respect to a Change of Control or Asset Sale  Warrant Shares  insert date
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Warrant Shares
relating to
Entitlement in
following percentage
    
    Name of Proposed Allottee
    
    Address of Proposed
Allottee
  Alternative C  With respect to a Change of Control or Asset Sale  Cash Settlement 
  Name of Beneficiary:
    
    [__________]Name of Bank:
    
    [__________]Bank Account Number:
    
    [__________]Sort code:
    
    [__________]]
 end of alternatives
  Warrant Instrument
 Name of Warrant Holder
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SECOND SCHEDULE TO THE WARRANT CERTIFICATE  Form of Transfer
 To:
    
    The Directors
INFOCOMM ASIA HOLDINGS PTE. LTD.
[Address]Other parties to the Warrant Instrument (as defined below)
   Warrant Instrument
 Warrant Instrument
 name of Warrant Holder Transferring Warrant Holder Name of transferee Transferee
  and a new Warrant Certificate to the Transferring Warrant Holder in
respect of the balance of the Warrants and Entitlement retained by the Transferring Warrant
Holder
  Name of Warrant Holder
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SCHEDULE 3  Register, Transfers and Notices
 1.
    
    REGISTER1.1
    
    The Company shall keep the Register at the Registered Office and shall enter in the Register:
 1.1.1
    
    the name and address of the Warrant Holder for the time being;
 1.1.2
    
    the number of Warrants held by the Warrant Holder (expressed in terms of
Entitlement) and the number of Warrant Shares for which the Warrant Holder is entitled
to subscribe pursuant to such Warrant(s) as adjusted in accordance with the Instrument
from time to time;
 1.1.3
    
    the date on which the name of the Warrant Holder is entered in the Register in
respect of the Warrants registered in its name; and
 1.1.4
    
    the date on which each Warrant is exercised.
 1.2
    
    Any change in the name or address of the Warrant Holder shall be notified to the Company by
the Warrant Holder as soon as reasonably practicable following such change, following which
the Company shall update the Register accordingly. The Warrant Holder or any person
authorised by the Warrant Holder shall be entitled at all reasonable times during office hours
upon one (1) Business Days notice to inspect the Register and to take copies of or extracts
from it.
 1.3
    
    The Company shall be entitled to treat the person whose name is shown in the Register as a
Warrant Holder as the absolute owner of a Warrant and, accordingly, shall not be bound (except
as ordered by a court of competent jurisdiction or as required by law) to recognise any
equitable or other claim to, or interest in, such Warrant on the part of any other person
whether or not it has express or other notice of such claim or interest.
 1.4
    
    The Warrant Holder shall be recognised by the Company as entitled to its Warrants free from
any equity, set-off or cross-claim on the part of the Company against the original or any
intermediate holder of such Warrants.
 TRANSFERS
 2.1
    
    The Warrants are transferable in whole or in part to (i) related companies of Blizzard (as
defined in Section 6 of the Act) and (ii) such persons as are mutually agreed between the
Company and the Warrant Holders (by Written Consent).
 2.2
    
    Every transfer of a Warrant shall be made by an instrument of transfer in the form set out in
the second schedule to the Warrant Certificate or in any other form which may be approved from
time to time by the Board.
 2.3
    
    The instrument of transfer of a Warrant shall be signed by or on behalf of the transferor but
need not be signed by or on behalf of the transferee. The transferor shall be deemed to
remain the holder of the Warrant until the name of the transferee is entered in the Register
in respect of the Warrant.
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2.4
    
    The Board may decline to recognise any transfer of a Warrant unless the relevant instrument
of transfer is deposited at the Registered Office accompanied by the Warrant Certificate to
which it relates (or an indemnity in respect thereof) and such other evidence as the Board may
reasonably require to show the right of the transferor to make the transfer. The Board may
waive production of any Warrant Certificate upon production of satisfactory evidence of the
loss or destruction of such instrument together with such indemnity as it may reasonably
require. Subject to the foregoing provisions of this paragraph, the Board may not decline to
recognise any instrument of transfer and must register the transfer of the Warrant(s) in
accordance with this Schedule 3.
 2.5
    
    Any transfer of a Warrant which complies with this paragraph 2 shall be recorded in the
Register promptly following receipt by the Company of the relevant instrument of transfer.
 2.6
    
    The Company shall not be entitled to charge any fee for the registration of a transfer of a
Warrant or for the registration of any other documents which in the reasonable opinion of the
Board requires registration.
 2.7
    
    The registration of a transfer shall be conclusive evidence of the approval by the Board of
the transfer.
 3.
    
    NOTICES
 3.1
    
    The Warrant Holder shall register with the Company an address to which notices can be sent
and if the Warrant Holder fails so to do, notice may be given to the Warrant Holder by sending
the same by any of the methods referred to in paragraph 3.2 of this Schedule 3 to its
registered address.
 3.2
    
    Notices and other communications to the Warrant Holder and/or to the Company shall be in
writing and may be given personally, by courier, by post in a pre-paid envelope or by
facsimile addressed:
 3.2.1
    
    to the Warrant Holder at the address shown in the Register against its name
(or at another address or fax number notified to the Company by the Warrant Holder for
the purpose);
 3.2.2
    
    to the Company at the Registered Office or fax number specified for the
purpose by the Company; and
 3.2.3
    
    to the Controlling Shareholders to their respective addresses as shown in the
list of parties at the beginning of this Instrument.
  3.3.1
    
    sent by post between different countries is deemed to have been given to, and
received by, the intended recipient seventy-two (72) hours after posting, if pre-paid
as airmail.
 3.3.2
    
    not sent by post but delivered by hand (which shall, for the avoidance of
doubt, include delivery by courier) is deemed to have been given to, and received by,
the intended recipient on the day it is left.
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3.3.3
    
    sent by fax to a fax number specified for the purpose by the intended
recipient is deemed to have been given to, and received by, the intended recipient
twenty-four (24) hours after it was sent.
 3.4
    
    Proof that an envelope containing the notice or document was properly addressed, pre-paid and
posted or delivered is conclusive evidence that the notice or document was so sent or
supplied. Proof that a notice or document sent by fax was properly addressed and sent is
conclusive evidence that the notice, document or information was so sent.
 3.5
    
    Any person who, whether by operation of law, transfer or other means whatsoever, becomes
entitled to any Warrant shall be bound by every notice properly given to the person from whom
it derives his title to such Warrant.
 3.6
    
    When a given number of days notice is required to be given, the day of service shall be
included but the day upon which such notice will expire shall not be included in calculating
the number of days.
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SCHEDULE 4  Competitors of Blizzard
                          - 43 -




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- 44 -




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IN WITNESS WHEREOF
  
 
 
 
 
 [SIGNATURE PAGE TO WARRANT INSTRUMENT]




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MANAGEMENT CAPITAL INTERNATIONAL LTD
 
 
 
 
 [SIGNATURE PAGE TO WARRANT INSTRUMENT]




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CHINA INTERACTIVE LIMITED
 
 
 
 
 [SIGNATURE PAGE TO WARRANT INSTRUMENT]




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EXECUTED AS A DEED BY
    
    
    )MR. ONG TOON WAH
    
    
    )
   Signature of witnessName of witnessAddress of witnessOccupation of witness
 [SIGNATURE PAGE TO WARRANT INSTRUMENT]