EX-4.70





Exhibit 4.70


SPA for
J&R MUSIC LLC. And Ya-Tsen Lin— Execution Copy




SHARE
PURCHASE AGREEMENT

 
 
 
 
 


J&R
MUSIC LLC.


Ya-Tsen
Lin


— and
—


GIGAMEDIA CHINA LIMITED

 
 
 


JULY 5th, 2007



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SHARE PURCHASE AGREEMENT




     This Share Purchase Agreement (this “Agreement”) is entered into and made by and among the
following parties:



     J&R Music LLC. And Ya-Tsen Lin (“Selling shareholders”);



     GIGAMEDIA CHINA LIMITED, a limited liability company organized and existing under the laws of
the British Virgin Islands (the “Purchaser”).



     WHEREAS,



     (i) T2CN Holding Limited (the “Company”) is a limited liability company duly organized and
existing under the laws of the British Virgin Islands,;



     (ii) The Selling shareholders totally hold 300,000 Ordinary Shares, and



     (iii) The Selling shareholders wishes to sell to the Purchaser, and the Purchaser wishes to
purchase from the Selling shareholders, a total of 3,00,000 Ordinary Shares (the “Purchase
Shares”), subject to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:



SECTION 1 DEFINITIONS




     Unless otherwise defined in this Agreement or the November 25, 2006 Shareholders’ Agreement,
capitalized terms used herein shall have the following meanings:



     “GIGAMEDIA” means GigaMedia Limited, a company listed on the NASDAQ and the parent company of
the Purchaser.



     “Ordinary Shares” means the ordinary shares of the Company, par value US$0.01 per share.



SECTION 2 AGREEMENT TO PURCHASE AND SALE




     2.1 Agreement to Purchase and Sale. Subject to the terms and conditions of this
Agreement, the Purchaser shall purchase for a price as ascertained in Section 2.2 hereof Purchase
Shares from Selling shareholders;



     2.2 Purchase Price. The total purchase price for the Selling shareholders
(“Purchase Price”) shall be the purchase price per Purchase Share multiplying by the



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number of the Purchase Shares to be sold by such Selling shareholders, and the purchase price
per Purchase Share shall be US$0.7



     2.3 Payment of the Purchase Price. The Purchase Price shall be paid by the
Purchaser in the following installment to the relevant accounts designated by the Selling
shareholders in writing, which designation shall be instructed to the Purchaser one (1) day prior
to the respective dates of payment specified herein:



     Subject to the terms and conditions under this Agreement, the payment of US$ 210,000
(“Installment”) shall be paid at the Closing in cash.



SECTION 3 CLOSING; DELIVERY




     3.1 Closing. The transfer of the Purchase Shares (the “Closing”) shall take
place at the offices of the Company, 12th Floor, Xingyuan Technology Plaza, No. 418
Guiping Road, Shanghai 200233, China, on or before July 30th, 2007 (the “Closing Date”), or at such
other place and time as the parties hereto may mutually agree. Upon the Closing, all the rights and
benefits attached to and in relation to the Purchase Shares (including but not limited to the
dividends attributable to the Selling shareholders in respect of any and all Purchase Shares if
any) shall be transferred from the Selling shareholders to the Purchaser.



     3.2 Delivery at the Closing. At the Closing, the Selling shareholders shall
deliver the following items to the Purchaser:



                (i) The total Purchase Shares, together with duly issued share certificates of the total
Purchase Shares in the name of the Purchaser;



                (ii) A compliance certificate, signed by the director of Selling shareholders certifying
that all the representations and warranties of the Selling shareholders hereunder are true, correct
and complete, and all the conditions hereunder have been fulfilled;



                At the Closing, the Purchaser shall pay the Installment to the Selling shareholders against
receipt of all deliverables under items (i) through (ii) of Section 3.2 hereof. On the date of
receipt of the Installment, the Selling shareholders shall issue a written receipt acknowledging
such receipt to the Purchaser.



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SECTION 4 MISCELLANEOUS




     4.1 Binding Effect; Assignment. This Agreement shall be binding upon and shall be
enforceable by each party, its successors and permitted assigns. No party may assign any of its
rights or obligations hereunder without the prior written consent of the other parties.



     4.2 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to the conflict of law rules thereof
to the extent such rules would require or permit the application of the laws of another
jurisdiction.



     4.3 Dispute Resolution. Any dispute relating to or arising from the performance of
this Agreement shall be settled through consultations among the Parties, and if the parties hereto
cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such
disputes shall be submitted to the Hong Kong International Arbitration Center for arbitration in
accordance with the UNCIRTAL Arbitration Rules then in force.



     4.4 Costs and Expenses. Each of the parties hereto shall pay all its own costs and
expenses incident to its negotiation and entry into this Agreement and any other related agreements
or instruments contemplated hereunder or thereunder and to its performance of and compliance with
all agreements and conditions contained herein or therein on its part to be performed or complied
with, including the fees, expenses and disbursements of any counsel and/or accountants that it may
have retained.



     4.5 Notices. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and delivered in person,
by courier or by facsimile (along with a copy by certified or registered mail) to the following
addresses:




	               	 	 	 
	 	(a)	 	If to the Selling shareholders,

	 	 	 	 

	 	 	 	to:

	 	 	 	 

	 	 	 	J&R
MUSIC LLC. And Ya-Tsen Lin

	 	 	 	Address:

	 	 	 	Facsimile:

	 	 	 	Telephone:

	 	 	 	Attention:
Mr. J&R MUSIC LLC.

	 	 	 	 

	 	(d)	 	If to the Purchaser, to:

	 	 	 	 

	 	 	 	GIGAMEDIA CHINA LIMITED

	 	 	 	Address: 14th Floor, 122 Tunhwa North Road, Taipei 10595, Taiwan R.O.C.






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	 	 	 	Facsimile:
886-2-8770-7576

	 	 	 	Telephone:886-2-8770-7966

	 	 	 	Attention: Ms. Jennifer Tseng, General Counsel





or, in each case, at such other address as may be specified in writing to the other parties in
accordance with the requirements of this Section 10.5. All such notices, requests, demands,
waivers and other communications shall be deemed to have been received (x) if by personal
delivery or courier, on the day delivered, or (y) if by facsimile, (A) if during
business hours on a Business Day, on the day on which such facsimile was sent, or (B)
otherwise on the Business Day immediately following the day on which such facsimile was sent,
provided that a copy is also sent by certified or registered mail.




     4.6 Counterparts. This Agreement may be executed in counterparts and by different
parties hereto on separate copies or counterparts and which taken together shall constitute one and
the same instrument. The facsimile transmissions of any executed original document (including
without limitation, any page of an original document on which an original signature appears) and/or
retransmission of any such facsimile transmission shall be deemed to be the same as the delivery of
an executed original. At the request of any party hereto, the other parties hereto shall confirm
facsimile transmissions by executing duplicate original documents and delivering the same to the
requesting party or parties.


[SIGNATURE PAGE FOLLOWS]




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(Signature Page)




     IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement as of the date first written above.



	 	 	 	 	 
	 	J&R MUSIC LLC.

 	 
	 
	 	By: 	/s/
Chun-Jung Yang	 
	 	 	Authorized
Representative	 
	 
	 	By: 	/s/
Ya-Tsen Lin	 
	 	 	 	 




	 	 	 	 	 
	 	GIGAMEDIA CHINA LIMITED

 	 
	 
	 	By: 	/s/
Arthur Wang	 
	 	Name: Arthur Wang 
	 	Title: CEO