Exhibit 4.45





Exhibit 4.45





			
	
	 	CLIFFORD CHANCE LLP






INFOCOMM ASIA HOLDINGS PTE. LTD.




AND




MANAGEMENT CAPITAL INTERNATIONAL LTD




AND




CHINA INTERACTIVE LIMITED




AND




MR ONG TOON WAH





INSTRUMENT CONSTITUTING WARRANTS TO

SUBSCRIBE FOR SHARES IN INFOCOMM ASIA

HOLDINGS PTE. LTD.




 


 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	 
	 	 
	1. Interpretation
	 	 	1	 
	2. Constitution and Form of Warrants
	 	 	10	 
	3. Register and Warrant Certificates
	 	 	11	 
	4. Subscription Rights and Mechanics of Exercise
	 	 	11	 
	5. Listing
	 	 	18	 
	6. Adjustment
	 	 	18	 
	7. Undertakings of the Company
	 	 	20	 
	8. Winding up of the Company
	 	 	22	 
	9. Transfer of Warrants
	 	 	22	 
	10. Variation of Rights and votes
	 	 	22	 
	11. Purchase
	 	 	23	 
	12. Information and Representation Rights of Warrant Holders
	 	 	23	 
	13. Warranties and Undertakings
	 	 	25	 
	14. Replacement of Warrant Certificates
	 	 	30	 
	15. Confidential Information
	 	 	30	 
	16. Tax Gross Up
	 	 	31	 
	17. No Set-off
	 	 	31	 
	18. Partial invalidity
	 	 	31	 
	19. Default interest
	 	 	32	 
	20. Notices
	 	 	32	 
	21. Governing Law and Dispute Resolution
	 	 	32	 
	22. Announcements
	 	 	33	 
	23. Counterparts
	 	 	33	 
	Schedule 1 Initial warrant holders and initial warrants held
	 	 	34	 
	Schedule 2 Form of Warrant Certificate
	 	 	35	 
	Schedule 3 Register, Transfers and Notices
	 	 	40	 
	Schedule 4 Competitors of Blizzard
	 	 	43	 






 


 









 







THIS INSTRUMENT is entered into by way of deed poll on ______________, 2010




BY




INFOCOMM ASIA HOLDINGS PTE. LTD., a private limited liability company incorporated under the laws
of Singapore (registered number 200414722H), whose registered office is at 28 Maxwell Road Red Dot
Traffic #04-01 Singapore 069120 (the “Company”);



MANAGEMENT CAPITAL INTERNATIONAL LTD, a limited liability company incorporated under the laws of
the British Virgin Islands (registered number UF39947Z), whose registered office is at Portcullis
Trustnet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands (“MCIL”);



CHINA INTERACTIVE LIMITED, a limited liability company incorporated under the laws of the Marshall
Islands (registered number UF36488Z), whose registered office is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (“CIL”); and



MR. ONG TOON WAH, a citizen and resident of Singapore with identity card number S1713456F (the
“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 as follows:




	1.	 	INTERPRETATION

	 
	1.1	 	In this Instrument:
“Act” means the Companies Act, Chapter 50 of Singapore;







“Affiliate” means, in relation to a first person, a second person who Controls, is
Controlled by or under common Control with, the first person;




“Amended Shareholders’ Agreement” means the amended and restated version of the
Shareholders’ Agreement to be executed after the date of this Instrument by all the then
existing shareholders of the Company, including Raffles, substantially in the form of
Schedule 7 of the Management Agreement;




“Anti-Bribery and Conflict of Interest Laws” means the US Foreign Corrupt Practices Act, 15
U.S.C. §78-dd-1, et seq., as amended (“FCPA”) and any applicable anti-bribery law,
anti-corruption law, conflict of interest law, or any other applicable law, rule or
regulation of similar purpose and scope;


 


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“Applicable Laws” means, as to any person, any law, statute, rule, regulation, notice,
order, policy, or determination of an arbitrator or a court or other Government Authority or
stock exchange, in each case applicable or binding upon such person or any of its properties
or to which such person or any of its properties is subject or pertaining to any or all of
the transactions contemplated or referred to herein;




“Approved Audit Firm” means any one of Deloitte, Ernst & Young, KPMG and
PricewaterhouseCoopers as may be nominated by the Warrant Holders by Written Consent and
agreed to by the Company (such consent not to be unreasonably withheld);




“Articles” means the articles of association of the Company on the date of this
Instrument, as amended from time to time;




“Asset Sale” means that the Company shall, in any transaction or series of related
transactions, sell or otherwise dispose of (including by lease, licence or otherwise) all or
a material portion of its assets, property or business;




“Blizzard” means Blizzard Entertainment International, a division of Coöperatie
Activision Blizzard International U.A., a co-operative association at the time of this
Instrument;




“Blizzard Director” has the meaning given to it in clause 12.5;




“Blizzard Observer” has the meaning given to it in clause 12.4;




“Blizzard Services Agreement” means the service agreement to be entered into between
Blizzard Entertainment Singapore Pte Ltd and Monsoon on or about the date of this
Instrument, pursuant to which such affiliate of Blizzard will provide certain back-end
services to the Company;




“Board” means the board of directors of the Company for the time being or a quorum of
directors present at a meeting of the directors of the Company;




“Business” means the business carried on by the Company, being the operation and
distribution of online games by way of securing distribution rights for online internet
games or mobile games, for distribution in the South Asia region and to make strategic
investments in operating hubs;




“Business Day” means a day (other than a Saturday or Sunday or public holiday) when
banks are open for general business in the United States of America and Singapore;




“Cash Settlement” has the meaning given to it in clause 4.3.1;




“Cash Settlement Account” has the meaning given to it in clause 4.3.2;




“Cash Settlement Amount” has the meaning given to it in clause 4.3.3;




“Cash Settlement Event” has the meaning given to it in clause 4.3.1;


 


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“Change of Control” means the event or circumstance (including a transaction or series of
transactions) where either: (i) the Controlling Shareholders do not, or cease to,
collectively legally and beneficially own (directly or indirectly) at least eleven per cent
(11%) of the Fully Diluted Share Capital free from Encumbrance; (ii) the Founder does not,
or ceases to, beneficially own (directly or indirectly) at least six point five per cent
(6.5%) of the Fully Diluted Share Capital free from Encumbrance; or (iii) any person or
persons other than the Controlling Shareholders, individually or collectively, legally or
beneficially, and directly or indirectly own fifty per cent (50%) or more of the Fully
Diluted Share Capital, or Control a majority of the Board. For the purposes of this
definition only, the term “Fully Diluted Share Capital” shall be construed as if the
language contained in the parenthetical set out in part (a) of the definition of “Fully
Diluted Share Capital” were deleted from such definition;




“Competing Business” means any business competing with the Monsoon Business, including
without limitation licensing or operating (a) any real time strategy game software and/or
(b) any online system that facilitates the match-making of game players, in each case
without the prior written approval of Blizzard (except for FIFA Online 2 and Counter Strike
Online which the Company is licensing and/or operating at the date of this Instrument);




“Confidential Information” has the meaning given to it in clause 15.1;




“Control” means:




	 	(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,







and to “Control” or to be “Controlled” shall be construed accordingly;




“Controlling Shareholders” means the Founder, MCIL and CIL;




“Converted Basis” shall have the meaning given to such term in the Shareholders’ Agreement
or Amended Shareholders’ Agreement, as applicable;




“Current Market Price” means in respect of any exercise of any of the Warrants (in whole or
in part), (i) in connection with a Listing, the offer price of Shares on a per Share basis
offered to the public in such Listing as finally determined by the
underwriters in respect of such Listing; or (ii) in connection with a Change of Control or
an Asset Sale, the Exit Price in respect of such exercise;


 


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“Cut-off Date” means the earlier of (i) the Listing Date; and (ii) the end of the License
Term;




“Deed of Undertaking” means the deeds of undertaking executed by all the shareholders
holding any Preference Shares of the Company on or after the date of this Instrument,
substantially in the form of Schedule 6 of the Management Agreement;




“Director” means a director of the Company;




“Dispute” has the meaning given to it in clause 21.2;




“Distribution” means any dividend, distribution (whether of assets, capital, profits or
reserves), payment or return of an income or capital nature;




“Encumbrance” means a mortgage, charge, pledge, debenture, lien, assignment of
receivables, title retention, right to acquire, security interest, option, right of first
refusal and any other encumbrance or condition whatsoever;




“Entitlement” means, in relation to a Warrant Holder or Warrants held by a Warrant
Holder, the total number of Warrant Shares for which such Warrant Holder is entitled to
subscribe pursuant to the outstanding Warrants held by such Warrant Holder, expressed as a
percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance
with the provisions of this Instrument, including clause 6;




“Exercise Date” has the meaning given to it in clause 4.2.3;




“Exercise Notice” means a notice in the form, or substantially in the form, set out in
the First Schedule to the Warrant Certificate;




“Exercised Entitlement” has the meaning given to it in clause 4.2.3;




“Exercising Warrant Holder” means a Warrant Holder who exercises its Subscription
Rights (in whole or in part) in accordance with clause 4.2;




“Exit Event” means any of a Listing, a Change of Control or an Asset Sale;




“Exit Date” means the date on which an Exit Event occurs;




“Exit Notice” has the meaning given to it in clause 4.2.1;




“Exit Price” means the price for a Share to be determined in accordance with clause 4.4;




“Extended Cut-off Date” means the 90th day after the Listing Date;


 


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“Fair Market Value” means, in relation to Shares (or rights to subscribe for or rights
convertible into Shares) of the Company, the amount per Share which the Approved Audit Firm
states in writing to be in its opinion the market value, on the basis of a sale
as between a willing seller and a willing buyer at arms’ length (as relevant) and, in
determining such market value, the Approved Audit Firm shall be instructed in particular
(where relevant):




	 	(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” has the meaning given to it in clause 4.2.2;




“FCPA Review” has the meaning given to it in clause 4.2.2;




“Fully Diluted Share Capital” means, as at the relevant time, the aggregate of:




	 	(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” means GigaMedia Asia Pacific Limited, a company incorporated in the British
Virgin Islands and having its registered office at Overseas Management Company Trust
(B.V.I.) Ltd., OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands;




“Gigamedia Deed of Guarantee, Undertaking and Indemnity” means the deed of guarantee
and indemnity to be executed by and among Gigamedia, CIL, MCIL and Blizzard on or about the
date of this Instrument;




“Government Agency” means (a) a Government Authority; (b) an instrumentality, board,
commission, court, or agency, whether civilian or military, of any of the above, however
constituted; (c) a government-owned/government-controlled association, organization,
business or enterprise; or (d) a political party;




“Government Authority” means any national, provincial, municipal, city or local
government or other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through share or
capital ownership or otherwise, by any of the foregoing;


 


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“Government Official” means (i) an employee, officer or representative of, or any person
otherwise acting in an official capacity for or on behalf of a Government Agency; (ii) a
legislative, administrative, or judicial official, regardless of whether elected or
appointed; (iii) an officer of, or individual who holds a position in, a political party;
(iv) a candidate for political office; (v) an individual who holds any other official,
ceremonial, or other appointed or inherited position with a government or any of its
agencies; or (vi) an officer or employee of a supra-national organization (e.g., World Bank,
United Nations, International Monetary Fund, OECD);




“Group” means the Company and its Subsidiaries from time to time;




“IIPL” means Infocomm Investments Pte. Ltd. a private limited liability company incorporated
under the laws of Singapore (registered number 199608120R), whose registered office is at 6
Temasek Boulevard, #29-00 Suntec City Tower 4, Singapore 038986;




“Legacy License and Distribution Agreement” means the license and distribution
agreement dated on January 12, 2010 among Blizzard, the Company and Monsoon, under which
Blizzard licenses Monsoon to market and distribute certain game products titled, inter alia,
“World of Warcraft”, “Warcraft 3”, “Diablo 2” and “Starcraft”, as supplemented, varied,
amended or replaced from time to time;




“License and Distribution Agreements” means the SCII License and Distribution Agreement
and the Legacy License and Distribution Agreement;




“License Term” means the period from the date hereof until the date on which both of
the License and Distribution Agreements have been terminated or have expired, provided that
if Blizzard or any of its Affiliates enters into any other licence agreements with Monsoon
or the Company or any of their Affiliates, then the License Term shall be deemed to be
extended to the extent of any such extension or new license agreement term;




“Listing” means the closing of the sale of Shares to the public in a firmly
underwritten initial public offering of shares of the Company on any Stock Exchange,
including but not limited to Singapore Exchange (SGX), Hong Kong Stock Exchange, New York
Stock Exchange, NASDAQ or the London Stock Exchange (and any reference in this Instrument to
the “occurrence of a Listing” or other terms having a similar effect shall mean the
commencement of trading of the Shares of the Company on the relevant Stock Exchange pursuant
to a Listing);




“Listing Date” means the date on which Shares of the Company commence trading on the
relevant Stock Exchange pursuant to a Listing;




“Management Agreement” means the management agreement dated on or around the date of
this Instrument among Blizzard, the Company and Monsoon, under which the parties agree on
certain management matters in respect of Monsoon, as supplemented, varied, amended or
replaced from time to time;




“Monsoon” means Monsoon Online Pte. Ltd., a wholly owned subsidiary of the Company,
incorporated under the laws of Singapore;


 


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“Monsoon Business” means the business carried on by Monsoon from time to time,
including pursuant to the terms of the License and Distribution Agreements to distribute
videogame software and operate online videogames and related services;




“Ordinary Shares” means the ordinary shares in the capital of the Company having the
rights set out in the Articles and if there is a sub-division, consolidation,
reclassification or redenomination of those shares, the shares resulting from it;




“Outstanding Options” means, at the relevant time, all outstanding options or
outstanding rights (whether or not conditional or contingent and assuming full performance
of any performance-linked rights) to subscribe for Shares or securities which are
convertible into Shares;




“Preference Shares” means the class A Shares and class B Shares (and any other preference
 shares from time to time) in the share capital of the Company;




“Proceedings” has the meaning given to it in clause 21.4;




“Process Agent” has the meaning given to it in clause 21.4;




“Purchase Price” means, in relation to any exercise from time to time of Warrants by
the Warrant Holder, the price payable by the Warrant Holder upon its exercise of all or a
part of the Warrants, being US$3.40 per Warrant Share (as may be adjusted in accordance with
clause 6.3);




“Raffles” means RVP Coinvest II Limited, a company incorporated under the laws of the
British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands;




“Raffles Deed of Undertaking” means the deed of undertaking to be executed after the
date of this Instrument by Raffles substantially in the form of Schedule 6 of the Management
Agreement;




“Register” means the register of persons for the time being entitled to the benefit of
the Warrants, required to be maintained pursuant to Schedule 2 of this Instrument;




“Registered Office” means the registered office of the Company for the time being;




“Registration” means a registration effected by preparing and filing a Registration
Statement and the declaration or ordering of the effectiveness of the Registration
Statement; and the terms “Register” and “Registered” have the same meanings concomitant with
the foregoing;




“Registration Statement” means a registration statement prepared on Form F-1, F-2 or
F-3 under the Securities Act, or on any comparable form in connection with registration in a
jurisdiction other than the United States;




“Related Party” means, in relation to a person, any of its shareholders, directors,
senior officers or associated companies or any person directly or indirectly Controlling or
Controlled by or under direct or indirect common Control with the first-mentioned person,
any of its shareholders (including the Subsidiaries and the associated companies thereof),
directors, senior officers or associated companies;


 


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“Revocation Notice” has the meaning given to it in clause 4.2.4;




“Sanctions Laws and Regulations” means any of the Trading With the Enemy Act, the
International Emergency Economic Powers Act, the United Nations Participation Act, or the
Syria Accountability and Lebanese Sovereignty Act, all as amended, or regulations of the US
Treasury Department Office of Foreign Assets Controls (“OFAC”), or any export control law or
regulation applicable to US-origin goods, or any enabling legislation or executive order
relating to any of the above, as collectively interpreted and applied by the US Government
at the prevailing point in time;




“Sanctions Target” means (1) any country or portion thereof comprehensively targeted as
such under Sanctions Laws and Regulations (currently, Cuba, Iran, Myanmar and Sudan, but
only with respect to those portions of Sudan and transactions with or in Sudan for which a
specific license is required under Sanctions Laws and Regulations); and (2) any person or
entity on OFAC’s Specially Designated Nationals and Blocked Persons List, or other person or
entity that because of its activities, domicile or ownership is an object of prohibitions or
restrictions under Sanctions Laws and Regulations;




“SCII License and Distribution Agreement” means the license and distribution agreement dated
on or around the date of this Instrument among Blizzard, the Company and Monsoon, under
which Blizzard licenses Monsoon to market and distribute certain game products titled
“Starcraft II”, as supplemented, varied, amended or replaced from time to time;




“Securities Act” means the United State Securities Act of 1933, as amended from time to
time;




“Share Charge” means the share charge dated on or around the date of this Instrument among
Blizzard and the Company in respect of shares in Monsoon, under which the Company charges
the shares held by it in Monsoon in favour of Blizzard, as supplemented, varied, amended or
replaced from time to time;




“Shareholders” means MCIL, IIPL, CIL, Gigamedia, Bodhi Investments LLC, and such other
shareholder of the Company from time to time registered in the books of the Company as the
holder of a Share, and “Shareholder” means any one of them;




“Shareholders’ Agreement” means the shareholders’ agreement of the Company dated February 2,
2007 by and between, among others, the Company, MCIL, IIPL and Gigamedia;




“Shares” means the Ordinary Shares, Preference Shares and any other shares from time to time
comprising the share capital of the Company;




“Stock Exchange” means any domestic or international stock exchange on which any of the
Shares are listed (or are to be listed) at any time;




“Subscription Rights” means the rights of the Warrant Holder to subscribe for Warrant
Shares pursuant to the Warrants with respect to all or a part of its Entitlement, on the
terms and subject to the conditions of this Instrument;


 


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“Subsidiary” means in relation to any company, corporation or entity, a company,
corporation or entity:




	 	(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” means any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any penalty or interest payable in connection with any failure to pay or
any delay in paying any of the same);




“Total Entitlement” means, from time to time, the aggregate of the Entitlements of all
the Warrant Holders;




“Transaction Documents” means the Articles, the Shareholders’ Agreement, the Amended
Shareholders’ Agreement, the articles of association of Monsoon, the Management Agreement,
the Share Charge, the License and Distribution Agreements, the Gigamedia Deed of Guarantee,
Undertaking and Indemnity, the Blizzard Services Agreement, the Deeds of Undertaking, the
Raffles Deed of Undertaking and the escrow agreement in respect of certain funds required
for the marketing of the Licensed Products entered into between an affiliate of Blizzard,
Monsoon and an internationally recognized financial institution acceptable to Blizzard;




“Tribunal” has the meaning given to it in clause 21.3;




“US$” or “US Dollars” means United States dollars, the lawful currency of the United
States of America;




“Warrant Certificate” means a certificate in the form, or substantially in the form,
set out in Schedule 2;




“Warrant Holder” means, at the date of this Instrument, Blizzard, or, at any later
time, in relation to Warrants, the person(s) in whose name(s) the Warrants are registered
for the time being as evidenced by the Register; notwithstanding the foregoing, to the
extent this Instrument provides for a right of a Warrant Holder that survives the exercise
of the Subscription Rights with respect to the Warrants held by such Warrant Holder, the
term “Warrant Holder” shall be deemed to include any holder of any Warrant Shares;




“Warrant Holder’s Group” means the Warrant Holder and its Affiliates, and a “member of the
Warrant Holder’s Group” shall be construed accordingly;




“Warrant Shares” means the Ordinary Shares to be allotted and issued by the Company
upon the exercise of the Subscription Rights attaching to the Warrants;


 


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“Warrants” means the warrants to subscribe for Ordinary Shares pursuant to this
Instrument, the aggregate number of which represents a Total Entitlement of fifteen per cent
(15 %) of the Fully Diluted Share Capital, and as the same may be adjusted in accordance
with the provisions of this Instrument, including clause 6; and




“Written Consent” means the consent in writing of the Warrant Holders holding outstanding
Warrants entitling them to subscribe for more than 50% of all the Warrant Shares which would
be issued if all the outstanding Warrants are exercised to their maximum extent.




	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 EXERCISE

	 
	4.1	 	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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If the Company is unable to cure the deficiencies identified in the FCPA Notice
after ten (10) days and, as a result, the Warrant Holder elects not to exercise its
Subscription Rights, the Warrant Holder shall be entitled to liquidated damages
calculated in accordance with the following formula:




Liquidated
Damages Amount = (A - B) x C




Where:



	 	 	 	 	 	 	 
	 

	 	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); and
	 
	 	 	 	 	 	 
	 

	 	C
	 	=
	 	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 = 




Where:



	 	 	 	 	 	 	 
	 

	 	A
	 	=
	 	the Exit Price (in respect of such exercise);
	 
	 	 	 	 	 	 
	 

	 	B
	 	=
	 	the Purchase Price per Warrant Share; and
	 
	 	 	 	 	 	 
	 

	 	C
	 	=
	 	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:












Where:



	 	 	 	 	 
	 

	 	P =
	 	value of total purchase consideration paid
for the Shares purchased in connection with the Change of Control
	 
	 	 	 	 
	 

	 	Q =
	 	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







If there is a Change of Control or an Asset Sale, and in the event that any Warrant Holder
does not exercise all or any part of its Subscription Rights in accordance with clause 4.2,
such Warrant Holder shall have the right, but not the obligation, to receive, in respect of
any unexercised Subscription Rights, replacement warrants or options or other rights
(whether issued by the Company or any other person) acceptable to the Warrant Holders
represented by a Written Consent (in respect of any unexercised Subscription Rights) which
in any event shall be on terms no less favourable to the Warrant Holders than those under
this Instrument (and the Warrant Holders shall be entitled, upon request, to obtain an
opinion at the Company’s expense from the Approved Audit Firm confirming the terms of such
replacement options or other rights), and the other rights of such Warrant Holder under this
Instrument shall be adjusted and construed accordingly.




	4.6	 	Term







Subject to clause 4.7, if (with respect to a Change of Control or Asset Sale) a Warrant
Holder has not exercised its Subscription Rights in full up to and including 5.00pm on the
Cut-off Date or if (with respect to a Listing) a Warrant Holder has not exercised its
Subscription Rights in full up to and including 5.00pm on the Cut-off Date or, to the extent
permitted by Applicable Laws, 5.00pm on the Extended Cut-off Date, in each case in
accordance with clause 4.2, that Warrant Holder’s outstanding Warrants which have not been
so exercised shall lapse and shall not be capable of being exercised after the Cut-off Date
or the Extended Cut-off Date, as applicable.




	4.7	 	No lapse







If the Company fails to comply in full with its obligations pursuant to this Instrument, any
rights attaching to the Warrants which are not exercised prior to or at 5.00pm on the
Cut-off Date (or, to the extent permitted by Applicable Laws, the Extended Cut-off Date, as applicable) shall not lapse upon 5.00pm on the Cut-off Date (or, to the extent
permitted by Applicable Laws, the Extended Cut-off Date, as applicable) and shall remain
capable of being exercised in accordance with the terms of this Instrument until the Company
has complied in full with its obligations under this Instrument.


 


- 17 -









 






	4.8	 	Payment of Taxes







The Company shall pay all Taxes (if any) arising in Singapore on the constitution and
initial issue of the Warrants or the subscription of the Warrant Shares upon the exercise by
the Warrant Holders of their Subscription Rights and all bank fees, charges or other
expenses that may be due in connection with the payment of the Cash Settlement. Any other
Taxes (if any) arising from the exercise of the Warrants will be for the account of the
Warrant Holders.




	5.	 	LISTING







	5.1	 	Stock Exchanges







The provisions of this Instrument relating to the procedures of a Listing shall be adjusted
to the extent necessary to reflect the administrative procedures of the Stock Exchange where
the Listing takes place, provided that such adjustments shall not in any way adversely
affect the rights of the Warrant Holders and further provided that the Company shall give
prior notice to each Warrant Holder of any such adjustment to this Instrument.




	5.2	 	Stock Exchange’s objections







In the event that the Company shall pursue a Listing and the Stock Exchange raises
objections to the Company’s application for a Listing on the basis that the Warrants are
outstanding and/or that they can be exercised in accordance with the terms of this
Instrument and/or in respect of any other rights of the Warrant Holders under this
Instrument, the Company and the Warrant Holders shall enter into discussions in good faith
with a view to finding a solution which will result in the Stock Exchange removing its
objections and execute such documentation and take such steps as may be reasonably necessary
for the implementation of any such solution, provided that the rights of the Warrant Holders
shall not thereby in any way be adversely affected.




	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,







as the total number of Warrant Shares which could have been subscribed pursuant to the
Subscription Rights conferred by the Warrants then outstanding would have had, had the Asset
Sale or Change of Control not occurred (and the Warrant Holders shall be entitled, upon
request, to obtain an opinion at the Company’s expense from the Approved Audit Firm
confirming the terms of such adjustment), and the other rights of such Warrant Holders under
this Instrument shall be adjusted and construed accordingly (in accordance with the terms of
such Written Consent). For the avoidance of doubt, in the case of any merger of the Company
with another entity which results in a Change of Control, any adjustment to the Subscription
Rights of any Warrant Holder pursuant to this clause 6.2 shall be based on the Fully Diluted
Share Capital of the Company excluding all Shares issued pursuant to such merger to persons
other than Blizzard or the Controlling Shareholders.




	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).




 


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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;







7.1.2 it will not purchase or redeem any Preference Shares;




	 	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;




 


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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







The Warrants may only be transferred in accordance with the provisions of paragraph 2 of
Schedule 3.




	10.	 	VARIATION OF RIGHTS AND VOTES

	 
	10.1	 	Modification







All or any of the rights for the time being attached to the Warrants (including the
Subscription Rights) may from time to time (whether or not the Company is being wound up) be
altered or abrogated with the sanction of the Warrant Holders (by Written Consent) and shall
be effected by an instrument by way of deed poll executed by the Company and expressed to be
supplemental to this Instrument.




	10.2	 	Endorsement







A memorandum of every such supplemental deed as is referred to in clause 10.1 shall be
endorsed on the Warrant Certificate and notice of such alteration, abrogation or
modification shall be given by the Company to the Warrant Holders within five (5) Business
Days of it occurring.




	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







The Company shall be entitled to offer to purchase, and thereafter purchase, the Warrants by
tender or by private treaty. Any Warrants purchased by the Company shall forthwith be
cancelled and shall not be available for reissue or resale. For the avoidance of doubt,
nothing in this clause implies any obligation on any Warrant Holder to sell Warrants to the
Company.




	12.	 	INFORMATION AND REPRESENTATION RIGHTS OF WARRANT HOLDERS

	 
	12.1	 	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).




 


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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 




 


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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 UNDERTAKINGS

	 
	13.1	 	Warranties in respect of the Controlling Shareholders







Each of the Controlling Shareholders, in respect of itself or himself, represents and
warrants to the Warrant Holder on the date of this Instrument that:




	 	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




 


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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







Each of the Company and the Controlling Shareholders represent and warrant to the Warrant
Holder on the date of this Instrument that:




	 	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;








 


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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
	 	 	250,000	 
	 
	 	 	 	 
	Class A Shares (on a Converted Basis )
	 	 	800,000	 
	 
	 	 	 	 
	Class 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 passu in 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,







is true, accurate and not misleading by reference to the facts and circumstances then
subsisting.




	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.




 


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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







Each of the Controlling Shareholders shall use its rights and powers to procure (so far as
it is able) that the Shareholders’ Agreement, Amended Shareholders’ Agreement and Articles
are amended so as to accord with and give effect to the provisions of this Instrument.



13.7 Founder’s Undertaking





During the License Term and notwithstanding a Listing, the Founder shall not cease to
beneficially own (directly or indirectly) at least six point five per cent (6.5%) of the
Fully Diluted Share Capital free from Encumbrance, and shall procure that no person or
persons other than the Controlling Shareholders will, individually or collectively, legally
or beneficially, and directly or indirectly own fifty per cent (50%) or more of the Fully
Diluted Share Capital, or Control a majority of the Board. For the purposes of this clause
only, the term “Fully Diluted Share Capital” shall be construed as if the language contained
in the parenthetical set out in part (a) of the definition of “Fully Diluted Share Capital”
were deleted from such definition.



13.8 Controlling Shareholders’ Undertaking





During the License Term and notwithstanding a Listing, each of the Controlling Shareholders
shall procure that the Controlling Shareholders shall not cease to beneficially own
(directly or indirectly) at least eleven per cent (11%) of the Fully Diluted Share Capital
free from Encumbrance, and shall procure that no person or persons other than the
Controlling Shareholders will, individually or collectively, legally or beneficially, and
directly or indirectly own fifty per cent (50%) or more of the Fully Diluted Share Capital,
or Control a majority of the Board. For the purposes of this definition only, the term
“Fully Diluted Share Capital” shall be construed as if the language contained in the
parenthetical set out in part (a) of the definition of “Fully Diluted Share Capital” were
deleted from such definition.




	14.	 	REPLACEMENT OF WARRANT CERTIFICATES







If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed it will be
replaced by the Company on such terms as to evidence and indemnification as the Company may
reasonably require. Mutilated or defaced Warrant Certificates in respect of which
replacements are being sought must be surrendered before replacements will be issued.




	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,




 


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provided that a Warrant Holder may pass Confidential Information to:




	 	(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,







(which disclosure shall be expressly permitted under the terms of this Instrument).




	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







All payments to be made by the Company under this Instrument shall be calculated and be made
without (and free and clear of any deduction for) set-off or counterclaim.




	18.	 	PARTIAL INVALIDITY







If, at any time, any provision of this Instrument is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.


 


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	19.	 	DEFAULT INTEREST







If the Company defaults in the payment when due of any sum payable under this Instrument
(howsoever determined) the liability of the Company shall be increased to include interest
on such sum from the date when such payment is due until the date of actual payment at a
rate per annum equal to the lesser of (i) five one hundredths of one per cent (0.05%) per
day, not compounded, or (ii) the maximum amount permitted by Applicable Laws. Such interest
shall accrue from day to day and be payable upon demand.




	20.	 	NOTICES







Any notice to be given to or by the Warrant Holders for the purposes of this Instrument
shall be given in accordance with the provisions of paragraph 3 of Schedule 3.




	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.






23. COUNTERPARTS





This Instrument may be executed in any number of counterparts each of which when executed
and delivered shall be an original, but all the counterparts together shall constitute one
and the same instrument.



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	 	Entitlement
	Blizzard 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
Capital
	 
	 	 	 	 
	Total:

	 	 	 	 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 that the Warrant Holder named below is the registered holder of Warrants which
entitle the holder to subscribe in cash at the Purchase Price for such number of Warrant Shares
representing the Entitlement specified below on the terms set out in a warrant instrument entered
into by way of deed poll by the Company and the Controlling Shareholders on [______] 2010 (the
“Warrant Instrument”).



This Certificate is issued pursuant to the Warrant Instrument. Words and expressions used in the
Warrant Instrument have the same meanings when used in this Certificate.



Name of Warrant Holder: Blizzard Entertainment International, a division of Coöperatie Activision
Blizzard International U.A.



Address of Warrant Holder: Beechavenue 131 D, 1119 RB Schiphol-Rijk, The Netherlands

Entitlement: 15 per cent. (of Fully Diluted Share Capital)



Executed as a deed




The Common Seal of




INFOCOMM ASIA HOLDINGS PTE. LTD.



	 	 	 
	Was affixed in the presence of:

	 	                     Signature of Director
	 
	 	 
	 

	 	                     Name of Director
	 
	 	 
	 

	 	                     Signature of Director/
Secretary
	 
	 	 
	 

	 	                     Name of Director/ Secretary





 


- 35 -









 





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]




To: The Directors




Infocomm Asia Holdings Pte. Ltd.



[Address]




Date:



[Note: Insert appropriate alternative]




[Alternative A — With respect to a Listing — Warrant Shares][Subject to the occurrence of a
Listing, we hereby exercise the Subscription Rights in respect of an
Entitlement of [•]%,
being [all][part] of the Warrants represented by this Warrant Certificate, to subscribe for Warrant
Shares on [the Listing Date]/[insert date up to 90 days after the Listing Date] and we undertake to
pay the aggregate Purchase Price in respect of such Warrant Shares on such date, by cheque or
otherwise.



We direct the Company to allot and issue the following Warrant Shares to the following proposed
allottees:



	 	 	 	 	 
	Warrant Shares
relating to
Entitlement in
following percentage

	 	Name of Proposed Allottee
	 	Address of Proposed
Allottee






Share
certificate(s) for the Warrant Shares should be sent by registered
post to [ _______ ], marked for
the attention of [______].]



[Alternative B — With respect to a Change of Control or Asset Sale — Warrant Shares][Subject
to the occurrence of a Change of Control or Asset Sale, we hereby exercise the Subscription Rights
in respect of an Entitlement of [•]%, being [all][part] of the Warrants represented by this
Warrant Certificate, to subscribe for Warrant Shares and we undertake to pay the aggregate Purchase
Price in respect of such Warrant Shares on the Exit Date (currently contemplated to be around
[insert date]), by cheque or otherwise.



 


- 37 -









 





We direct the Company to allot and issue the following Warrant Shares to the following proposed
allottees:






	 	 	 	 	 
	Warrant Shares
relating to
Entitlement in
following percentage

	 	Name of Proposed Allottee
	 	Address of Proposed
Allottee






Share
certificate(s) for the Warrant Shares should be sent by registered
post to [______ ], marked for
the attention of [______].]



[Alternative C — With respect to a Change of Control or Asset Sale — Cash Settlement] [Subject to
the occurrence of a Change of Control or Asset Sale, we hereby exercise the Subscription Rights in
respect of an Entitlement of [•]%, being [all][part] of the Warrants represented by this
Warrant Certificate, to subscribe for Warrant Shares and request the Company to pay the Cash
Settlement Amount on the Exit Date in lieu of issuing the Warrant Shares into the following
account:



Details of Cash Settlement Account:



	 	 	 
	Name of Beneficiary:
	 	[__________]
	 
	 	 
	Name of Bank:
	 	[__________]
	 
	 	 
	Bank Account Number:
	 	[__________]
	 
	 	 
	Sort code:
	 	[__________]]






[end of alternatives]




Unless otherwise provided in the Warrant Instrument (including without limitation clause 4.2.4
thereof), once given this Exercise Notice is irrevocable.



Defined terms used herein, unless otherwise defined herein, shall have the same meaning as those in
the Warrant Instrument dated [ _____ ] (as amended and/or supplemented from time to time,
“Warrant Instrument”) entered into by, inter alia, Infocomm Asia Holdings Pte. Ltd.



Signed by
______)

[Name of Warrant Holder])




Signature of Director




Name of Director



 


- 38 -









 





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)






Date:




Dear Sirs




Warrant Instrument




We refer to the Warrant Instrument entered into by, among others, Infocomm Asia Holdings Pte. Ltd.
dated [_____ ] 2010 constituting warrants to subscribe for Ordinary Shares in Infocomm Asia Holdings
Pte. Ltd. (as amended and/or supplemented from time to time) (the “Warrant Instrument”). Terms and
expressions defined in and/or construed for the purpose of the Warrant Instrument have the same
meaning when used herein.



We hereby give notice that [name of Warrant Holder] (the “Transferring Warrant Holder”) is
transferring Warrants representing an Entitlement of [ ______]% issued pursuant to the Warrant
Instrument to [Name of transferee] (the “Transferee”).



We represent and warrant that the transfer of the Warrant Instrument is (1) being made to a non
U.S. person in accordance with the Securities Act or (2) if to a U.S. person, pursuant to an
exemption from registration under the Securities Act and we have received an opinion of counsel
confirming that such transfer is exempt from registration under the Securities Act.



The Warrant Certificate of the Transferring Warrant Holder is enclosed for cancellation by you.
Please would you issue a new Warrant Certificate to the Transferee in respect of the Warrants and
Entitlement so transferred [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].



Yours faithfully




for and on behalf of

[Name of Warrant Holder]


 


- 39 -









 





SCHEDULE 3

Register, Transfers and Notices





	1.	 	REGISTER

	 
	1.1	 	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.






2.       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.




 


- 40 -









 











	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 A notice or other communication pursuant to paragraph 3.2 of this Schedule 3:




	 	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.




 


- 41 -









 











	 	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.




 


- 42 -









 










SCHEDULE 4

Competitors of Blizzard




1. Atari



2. Anipark



3. Bandai Games



4. Bungie



5. Capcom



6. Codemasters



7. CCR



8. CJ Internet



9. Dragon Fly Games



10. Disney and Disney Interactive



11. Electronic Arts



12. East Soft



13. Flagship Studio



14. Gamehi



15. Gravity



16. Hanbit Soft



17. Konami



18. JC Entertainment



19. Lucas Arts



20. Mgame



21. Microsoft



22. Namco



23. Nintendo



24. Midway


 


- 43 -









 





25. NC Soft



26. Ndoors



27. Neople



28. Neowiz Games



29. Nexon



30. NHN



31. NHN Games



32. Ntreeve Soft



33. Sony and Sony Online



34. Sega



35. SCi Games



36. Square Enix Online



37. T3 Entertainment



38. Take 2



39. THQ



40. Ubisoft



41. Valve



42. Viacom (MTV Games)



43. Webzen



44. Wemade Entertainment



45. Yedang Online



46. YNK Korea



47. The9 Ltd.



 


- 44 -









 







IN WITNESS WHEREOF this Instrument has been executed by the Company and the Controlling
Shareholders as a deed poll and is intended to be and is hereby delivered on the date first above
written.



Executed as a deed




The Common Seal of

INFOCOMM ASIA HOLDINGS PTE. LTD.

Was affixed in the presence of




                                         Signature of Director




                                         Name of Director




                                         Signature of Director/ Secretary




                                         Name of Director/ Secretary




[SIGNATURE PAGE TO WARRANT INSTRUMENT]





 


 









 







Executed as a deed

The Common Seal of

MANAGEMENT CAPITAL INTERNATIONAL LTD

Was affixed in the presence of




                                         Signature of Director




                                         Name of Director




                                         Signature of Director/ Secretary




                                         Name of Director/ Secretary




[SIGNATURE PAGE TO WARRANT INSTRUMENT]




 


 









 







Executed as a deed

The Common Seal of

CHINA INTERACTIVE LIMITED

Was affixed in the presence of




                                         Signature of Director




                                         Name of Director




                                         Signature of Director/ Secretary




                                         Name of Director/ Secretary




[SIGNATURE PAGE TO WARRANT INSTRUMENT]




 


 









 







	 	 	 	 	 	 	 
	EXECUTED AS A DEED BY

	 	 	)	 	 	 
	 
	 	 
	MR. ONG TOON WAH

	 	 	)	 	 	 






L.S.




in the presence of:



	 	 	 
	 

	 	Signature of witness
	 
	 	 
	 
	 	 
	 

	 	Name of witness
	 
	 	 
	 
	 	 
	 

	 	Address of witness
	 
	 	 
	 
	 	 
	 

	 	Occupation of witness
	 
	 	 






[SIGNATURE PAGE TO WARRANT INSTRUMENT]