**CONTENTS**     1. INTERPRETATION  1      2. THE SHAREHOLDER LOAN  3      3. CONDITIONS TO DRAWDOWN  4      4. INTEREST  4      5. REPAYMENT  5      6. SECURITY AND SENIORITY  5      7. REPRESENTATIONS AND WARRANTIES  6      8. EVENT OF DEFAULT  8      9. TAXES  10      10. ASSIGNMENTS AND TRANSFERS  10      11. FORCE MAJEURE  10      12. AMENDMENTS  11      13. NOTICES  11      14. GOVERNING LAW AND DISPUTE RESOLUTION  11      15. GENERAL PROVISIONS  12 
 
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**THIS LOAN AGREEMENT** (the “**Agreement**”) is dated May 20, 2010 (the“**Effective Date**”) and made**BETWEEN****:**(1) **SPRING ASIA LIMITED** (Certificate of Incorporation No. LL017149) (the“**Lender**”), a company duly organised and existing under the laws of Labuan withits registered office at Lot 2 & 3, Level 3, Wisma Lazenda Jalan Kemajuan,87000 Federal Territory Of Labuan; and (2) **INFOCOMM ASIA HOLDINGS PTE. LTD.** (Company Registration Number 200414772H)(the “**Borrower**”), a company incorporated in Singapore with its registeredoffice at 28 Maxwell Road Red Dot Traffic #04-01 Singapore 069120.**WHEREAS:**(A) The Borrower was established for the purpose of operating and distributingonline games in the South Asia region and making strategic investments inoperating hubs. (B) Subject to the terms hereof, the Lender wishes to make available a loanfacility to the Borrower in a fixed aggregate principal amount of US$6.5million (the “**Loan**”) and the Borrower wishes to borrow the Loan.**NOW THEREFORE,**in consideration of the foregoing and the mutual promises, covenants and agreementscontained in this Agreement, and for other good and valuable consideration, the receipt andsufficiency of which are acknowledged expressly, the Parties hereby agree as follows:1. **INTERPRETATION**1.1 **Definitions**Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shallhave the following meanings:   **“Affiliate”** means, with regard to a given Person (as definedbelow), a Person that Controls (as defined below),is Controlled by or is under common Control withthe given Person;   **“Agreement”** means this Loan Agreement entered into on the datefirst written above between the Lender and theBorrower, as the same may be supplemented andamended from time to time in accordance with itsterms;   **“Blizzard”** Blizzard Entertainment International, a divisionof Coöperatie Activision Blizzard InternationalU.A., a co-operative association, with itscorporate seat in Amsterdam and office address atBeechavenue 131 D, 1119 RB Schiphol-Rijk, TheNetherlands, registered with the Trade Registerunder number 34324431;   **“Blizzard Transaction** means any and all agreements entered into or to be
 
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   **Documents”** entered into in connection with the transactionswith Blizzard and to which the Borrower is aparty;   **“Borrower”** means Infocomm Asia Holdings Pte. Ltd. and itssuccessors and permitted assigns;   **“Business Day”** means any day, other than Saturday or Sunday, onwhich banks are open for business in the HongKong, Singapore, Labuan and Taiwan;   **“Control”** means ownership of more than 50% of the votingsecurities or interests in another Person, or theability to direct the management and policies ofsuch Person, directly or indirectly, whetherthrough the ownership of voting securities, bycontract or otherwise. The terms “**Controlled**” and“**Controlling**” have meanings corresponding to theforegoing;   **“Drawdown Date”** has the meaning ascribed thereto in clause 2.2;   **“Effective Date”** has the meaning ascribed thereto in theintroductory paragraph;   **“Event of Default”** has the meaning ascribed thereto in clause 8;   **“Event of ForceMajeure”** has the meaning ascribed thereto in clause 11.1;   **“GigaMedia AsiaPacific Limited”** means GigaMedia Asia Pacific Limited (IBC Number1068168), a company incorporated in the BritishVirgin Islands and having its registered office atOverseas Management Company Trust (B.V.I.) Ltd.,OMC Chambers, P.O. Box 3152, Road Town, Tortola,British Virgin Islands;   **“GigaMediaSubscriptionAgreement”** means the subscription agreement dated April 30,2010 (as amended from time to time) entered intobetween GigaMedia Asia Pacific Limited and theBorrower for the subscription of 500,000 class Bshares in the Borrower on the terms and subject tothe conditions set out therein;   **“Hong Kong”** means the Hong Kong Special Administrative Regionof the People’s Republic of China;   **“HKIAC”** means the Hong Kong International ArbitrationCenter and its successors;   **“Lender”** means Spring Asia Limited and its successors andpermitted assigns;
 
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   **“License Term”** means the period from the date hereof until thedate on which the SCII License and DistributionAgreement have been terminated or expired;   **“Maturity Date”** means the last day of the Term of the Loan;   **“Monsoon”** means Monsoon Online Pte. Ltd., a companyincorporated under the laws of Singapore(registered no. 200919830K), whose registeredoffice is at 28 Maxwell Road, #04-01, Red DotTraffic, Singapore 069120;   **“Party”** means either the Lender or the Borrower; and**“Parties”**shall mean both the Lender and theBorrower;   **“Person”** means any individual, corporation, partnership,limited partnership, proprietorship, association,limited liability company, firm, trust, estate orother enterprise or entity;   **“SC II License andDistributionAgreement”** means the License and Distribution Agreemententered into by and among Blizzard, Monsoon andthe Borrower, under which Monsoon agrees to marketand distribute the videogame software entitled“Starcraft II”; and   **“Term of the Loan”** means the period commencing immediately on theDrawdown Date and expiring at the earlier of (i)the closing date of GigaMedia SubscriptionAgreement; or (ii) the end of the License Term.1.2 **Construction of certain references**In this Agreement, where the context admits: (A) all references in this Agreement to designated “clauses” and other subdivisionsare to the designated clauses and other subdivisions of the body of this Agreement; (B) clause headings are included for convenience only and shall not affect theinterpretation of this Agreement; (C) terms defined in the singular include the plural and vice versa; (D) any phrase introduced by the terms “including”, “include”, “in particular” orany similar expression shall be construed as illustrative and shall not limit the senseof the words preceding those terms; and (E) all accounting terms not otherwise defined herein have the meanings assignedunder US generally accepted accounting principles.2. **THE SHAREHOLDER LOAN**2.1 Subject to the terms of this Agreement, the Lender hereby agrees to advance the Loan to theBorrower.2.2 Subject to clause 3, the Drawdown Date shall be the Effective Date. The Borrower shall
 
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issue a drawdown notice to the Lender at the Drawdown Date.2.3 During the Term of this Agreement, unless expressly agreed by the Parties otherwise, theamount of the Loan shall be fixed and shall not be changed whatsoever.2.4 The Borrower shall apply the Loan towards meeting its working capital requirements.3. **CONDITIONS TO DRAWDOWN**Notwithstanding anything to the contrary expressed or implied in this Agreement, theLender’s obligation to make the Loan available to the Borrower is subject to thesatisfaction of each of the following conditions: (A) All corporate and other proceedings in connection with the Loan contemplated bythis Agreement shall be in form and substance satisfactory to the Lender, and theLender shall have received all such original or certified or other copies of suchdocuments as it may reasonably request, including without limitation, a resolution ofthe board of directors of the Borrower approving their acceptance of the terms of thisAgreement and authorising and directing the Borrower to duly execute and deliver thisAgreement and any other related documents; (B) On the proposed Drawdown Date in a drawdown notice, the Lender shall havereceived a drawdown notice for the Loan duly signed and approved by the Borrower; (C) The representations and warranties of the Borrower contained herein shall betrue on and as of the proposed Drawdown Date, except to the extent that suchrepresentations and warranties relate solely to an earlier date (in which case suchrepresentations and warranties shall be true and accurate on and as of such earlierdate). The Borrower shall have performed or observed all covenants, agreements andconditions contained herein required to be performed or observed by the Borrower on orbefore the proposed Drawdown Date; and (D) No Event of Default shall have occurred and be continuing.4. **INTEREST**4.1 Unless additional interest accrues per clause 5.4, the Borrower shall pay interest in respectof the entire outstanding unpaid principal balance of the Loan at a rate of three percent (3%)per annum (“**Interest Rate**”) for the period commencing on (and including) the Drawdown Date andending on (but excluding) Maturity Date. Interest shall be payable on the outstanding balanceof the Loan until the Loan is paid in full.4.2 In no contingency or event shall interest charged hereunder, however such interest may becharacterized or computed, exceed the highest rate permissible under any law deemed applicableto this Agreement (the “**Maximum Rate**”). In the event that it is determined that the rate ofinterest charged hereunder exceeded the Maximum Rate during any period or periods, the rate ofinterest hereunder for such period or periods shall be deemed to have been the Maximum Rate,and the rate of interest hereunder shall be deemed to have continued to be and shall continueto be the Maximum Rate for such period as is necessary for the total amount of interest paidor accrued hereunder to equal the amount of interest that would have been paid or accruedhereunder had the interest rate hereunder at all times remained as provided in the precedingsubsections of this Clause 4.
 
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If, notwithstanding the foregoing interest rate adjustment, it is determined that the Lenderhas received interest in excess of the Maximum Rate, any such excess shall (i) first, beapplied to any unpaid costs and expenses owed to the Lender under this Agreement or anyother loan document and to the unpaid principal amount of the Loan and (ii) second, berefunded to the Borrower.5. **REPAYMENT**5.1 Unless otherwise agreed by the Parties, the Borrower shall pay the aggregate principal amountof the Loan plus any interest accrued thereon to the Lender in US dollars in immediatelyavailable funds on the Maturity Date. Where the Maturity Date shall be on a day which is nota Business Day, the date for repayment shall be extended to the next following Business Day.5.2 Unless otherwise provided herein, the Borrower shall not repay any part of the aggregateprincipal amount of the Loan prior to the Maturity Date without the Lender’s prior writtenconsent.5.3 If any amount due under this Agreement is not paid five (5) Business Days after the MaturityDate, in addition to the interest accrued and payable per clause 4.1, the Borrower shall payan additional interest on such amount unpaid at the rate of 2.5% above interest rate as setforth in Clause 4 per annum, up to (but excluding) the date on which such amount is paid infull.6. **SECURITY AND SENIORITY**6.1 The Borrower undertakes and warrants to the Lender that all payment obligations under thisAgreement shall constitute unconditional, direct, general payment obligations of the Borrowerand shall rank at all times senior to all other existing and future unsecured, subordinatedpayment obligations of the Borrower, except if otherwise expressly prohibited by applicablemandatory law or if otherwise expressly agreed to by the Lender. In respect of any such otherpayment obligations and to effect the preceding subordination undertaking, upon request, theBorrower shall execute (and/or cause to be executed) a Subordination Agreement in form andsubstance satisfactory to the Lender.6.2 The Borrower undertakes and warrants to the Lender that all payment obligations of Borrowerto Lender under this Agreement are secured: (A) by a senior security interest granted to the Lender by the Borrower in theBorrower’s net profit generated by all the games operated by the Borrower and itssubsidiaries and all games developed or licensed by the Borrower, whether now owned orhereafter generated, including without limitation the accounts, documents, money, andall of the Borrower’s books and records with respect to the foregoing; and (B) by a senior security interest granted to Lender by the Borrower in the assets,properties and interests of the Borrower and its subsidiaries, including but notlimited to the receivables, equipment, and any intellectual property the Borrower owns.To effect the grant of the senior security interest, upon request, the Borrower shallexecute (and/or cause to be executed) (i) a Security and Pledge Agreement in form andsubstance satisfactory to the Lender and (ii) a Subordination Agreement whose form andsubstance
 
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shall be satisfactory to the Lender.6.3 Notwithstanding clauses 7.2(D) and 7.3(C), the Borrower undertakes and warrants to the Lenderthat, except as expressly permitted by the Lender no other loans or payment obligations of anytype will be secured by any asset, profit or interests of the Borrower without the writtenpermission of the Lender. To the extent any loan or payment obligation is permitted by Lenderto be so secured, as a condition precedent to the Lender’s permission, the Borrower shall (A)obtain the Lender’s approval of the underlying security and pledge agreement and (B) execute(and/or cause to be executed) a Subordination Agreement whose form and substance shall besatisfactory to the Lender.6.4 The Borrower undertakes and warrants to do/execute (and to cause to be done/executed), andrefrain from doing/executing (and to cause the refraining from doing/executing) any and allactions or documents necessary or appropriate, in the Lender’s sole discretion, in order toeffect the Parties’ intents and purposes as set out in this Clause 6.7. **REPRESENTATIONS AND WARRANTIES**7.1 **Representations and Warranties of the Parties**Each Party represents and warrants to the other Party, as of the Effective Date of thisAgreement: (A) Such Party is duly organised, validly existing and in good standing under thelaws of the jurisdiction in which it purports to be organized and existing and has thecorporate power to own its assets and to carry on its business as now conducted; (B) Such Party has the corporate power to enter into, exercise its rights andperform and comply with its obligations under this Agreement and each other agreementcontemplated herein, all of which have been duly authorized by all proper and necessarycorporate actions; (C) Such Party has taken, fulfilled and done all actions, conditions and things,required by law to be taken, fulfilled and done (including the obtaining of anyrequired consents, approvals, authorizations or exemptions or making the necessaryfilings, recordings or registrations) so that (i) it may lawfully enter into, exerciseits rights and perform and comply with its obligations under this Agreement and eachother agreement contemplated herein, and (ii) upon execution by all relevant partiesand with due registration, such obligations are legally binding and enforceable inaccordance with the applicable terms; and (D) The entry into, exercise of such Party’s rights and/or performance of orcompliance with its obligations under this Agreement and each other agreementcontemplated herein do not and will not violate (i) any law to which it is subject,(ii) its articles of association, or (iii) any of its other constitutional documents.7.2 **Representations and Warranties of the Borrower**The Borrower further represents and warrants to the Lender, as of the Effective Date of thisAgreement and the Drawdown Date (as applicable), that all times while the Loan remainsoutstanding: (A) There are no pending or threatened legal proceedings, lawsuits, arbitration
 
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proceedings, administrative proceedings or other governmental or court proceedings,or governmental or court orders, injunctions, judgements or awards, or arbitralawards to which it is a party or by which it or any of its properties or assets is ormay be bound or affected to any material extent; (B) No Event of Default in respect of the Borrower has occurred and is continuing; (C) No default has occurred and is continuing under any other agreement to which itis a party or by which it or any of its properties or assets may be bound or affectedand which materially and adversely affect its business, financial condition oroperations or its ability to perform its obligations under this Agreement and the Loan;and (D) It has good and marketable title to the properties and assets owned by it andmaterial to its business, and such properties and assets are subject to no lien of anynature whatsoever except encumbrances to title which in the aggregate do not materiallyadversely affect the use, proposed use or value of the property or other assets of it.7.3 **Covenants of the Borrower** (A) The Borrower shall maintain its legal and effective corporate existence and bein compliance with all laws and regulations applicable to the Borrower and pay alltaxes and duties levied on the Borrower by the governmental authorities. (B) The Borrower shall as soon as possible inform the Lender by notice in writingof the occurrence of any of the following: (i) any Event of Default in respect of the Borrower; or  (ii) any event which has or may result in a material adverse effect onthe Borrower’s ability to perform its obligations hereunder. (C) Except for the pledges expressly permitted in (and effected in accordance with)Clause 6, the Borrower shall not mortgage, pledge or otherwise encumber or permit toexist any lien over any of its current or future properties, assets, interests orprofits during the Term of the Loan without an express consent by the Lender inwriting. The Lender acknowledges it is fully aware of the Blizzard TransactionDocuments entered into by the Borrower and Blizzard, including in particular the chargeover the shares in Monsoon granted to Blizzard. (D) The Borrower shall not sell, transfer or otherwise dispose of, by one or moretransactions or series of transactions, whether related or not, all or any part of itsbusiness or (except for good consideration in the ordinary course of its business) itsassets or revenues without an express consent by the Lender in writing. (E) The Borrower shall not take any step in relation to merger, consolidation,demerger, winding-up, administration, liquidation, bankruptcy, dissolution or otheractivities of similar nature without an express consent by the Lender in writing. (F) The Borrower shall immediately inform the Lender in writing of any amendment orsupplement made from time to time to its constitutional documents, and shall ensurethat no amendment or supplement with any potential adverse effect to the rights andinterests of the Lender will be made to its constitutional documents
 
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without an express consent by the Lender in writing. (G) The Borrower shall, at its own cost and expense, at all times during the Termof the Loan, take out and maintain full and adequate insurance against losses or damageby fire, and such other risks as are customarily insured against, including but notlimited to public liability insurance. (H) The Borrower shall comply with all procedures and requirements of applicableregulations of the Singapore in connection with any drawdown or repayment under thisAgreement.8. **EVENT OF DEFAULT**8.1 **Events of Default.**Each of the following events and occurrences shall constitute an “**Eventof Default**” under this Agreement: (A) The Borrower fails to repay the aggregate principal amount of the Loan plusinterest accrued but unpaid within five (5) Business Days after the Maturity Date; (B) The Borrower fails to observe or perform any of its other obligations containedin this Agreement (or any transaction contemplated hereby) for thirty (30) days afterwritten notice thereof has been given to the Borrower; (C) Any representation, warranty or covenant made by the Borrower in or inconnection with this Agreement (or any transaction contemplated hereby) or any documentprovided by or on behalf of it hereunder or thereunder proves to have been incorrect ormisleading or breached in any substantial respect when made; (D) The Borrower fails to comply with or perform any final and effective judgementor order made or given by any court of competent jurisdiction; or the Borrower fails topay any final and effective judgement or order made or given by any court of competentjurisdiction; (E) The Borrower fails to observe or perform any of its obligations under theGigaMedia Subscription Agreement and any other agreements entered into by and betweenthe Borrower and GigaMedia Asia Pacific Limited; (F) Any consents, approvals, authorizations or exemptions required for theperformance or enforceability of the obligations of the Borrower under this Agreement(or any transaction contemplated hereby) expires, is not renewed on substantiallysimilar terms and conditions upon expiration or is terminated, revoked or modified, andany such event may have a material adverse effect on the Borrower’s ability to performits obligations hereunder; (G) Any provision of this Agreement (or of documents for any transactioncontemplated hereby) is or is declared to be null and void, or the validity orenforceability thereof is contested by the Borrower, or a proceeding is commenced byany governmental agency or authority having jurisdiction over the Borrower seeking toestablish the invalidity or unenforceability thereof, or the Borrower denies that ithas any or further liability or obligation under this Agreement (or under documents forany transaction contemplated hereby); (H) The Borrower, pursuant to relevant Singapore bankruptcy or insolvency laws andregulations, enters into any compromise or arrangement with its creditors as a
 
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whole, declares itself bankrupt or insolvent, any competent court accepts a petitionto have it declared bankrupt or insolvent, an order is made or an effectiveresolution is passed for its winding up (except for the purposes of amalgamation orreconstruction as a solvent company), or a receiver, custodian, trustee,administrative receiver or administrator is appointed in respect of the whole or anymaterial part of the Borrower’s undertaking or assets; (I) If any distress, execution or other process is levied upon any material part ofthe assets of the Borrower and the Borrower is unable to carry out its business in theordinary course; (J) the Borrower shall default in the performance of any other agreement, term orcondition contained in any agreement under which any monetary obligation is created,and as a result of the Borrower’s default such obligation has become due prior to itsstated maturity and the result of an event specified in this clause is to accelerate orpermit the acceleration of any such obligation in excess of $100,000. (K) If any other event occurs in relation to the Borrower which, under the laws ofany applicable jurisdiction, has an effect upon the Borrower equivalent or analogous toany of the events referred to in clauses 8.1(H) to (I) above; (L) If any “change of control” of the Borrower has occurred. In respect of theBorrower, a “**Change of Control**” shall be deemed to have occurred upon the acquisitionof at least fifty percent (50%) of the equity interest in the Borrower by any Personother than an existing shareholder of the Borrower; (M) If an “event of default” occurs under any of Blizzard Transaction Documents (asthe term “event of default” is defined thereunder); and (N) At any time it is or becomes unlawful for the Borrower to perform or complywith any or all of its obligations under this Agreement (or any transactioncontemplated hereby) or any of the obligations of the Borrower hereunder (orthereunder) are not or cease to be legal, valid and enforceable.8.2 **Remedies** (A) If an Event of Default has occurred and is continuing, the Lender may take oneor more of the following actions: (i) prior to the Drawdown Date, by notice to the Borrower, declarethat the Loan to be made to the Borrower shall be cancelled; and  (ii) on or after the Drawdown Date, by notice to the Borrower, declarethe aggregate principal amount of the Loan plus interest accrued to beimmediately due and payable, whereupon such amount will become forthwith due andpayable without presentment, protest, demand or other notice all of which arehereby waived. (B) If an Event of Default has occurred and is continuing, the Lender, in additionto the rights set forth above, will have all the other rights and remedies underapplicable law. (C) The Lender may exercise the rights described in this clause 8.2 at any timeafter the occurrence and during the continuance of an Event of Default, whether or not
 
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the aggregate principal amount of the Loan has become due and payable.9. **TAXES**The Borrower shall from time to time pay all applicable taxes and other charges inconnection with or attributable to this Agreement and each and every transactioncontemplated under this Agreement, as required by applicable laws and regulations.10. **ASSIGNMENTS AND TRANSFERS**10.1 This Agreement shall be binding on each Party hereto and their respective successors andassignees and remain in force.10.2 The Borrower shall not assign, transfer, novate or dispose all or any of its rights and/orobligations under this Agreement without prior written consent of the Lender.10.3 The Borrower hereby agrees that notwithstanding the grant of prior written consent to anassignment by the Lender, it shall remain jointly and severally liable for the obligationswhich it has assigned in accordance with clause 10.2.10.4 The Borrower undertakes to take all necessary action and execute all documents reasonablyrequired by the Lender in connection with such assignment, transfer, novation or disposal.11. **FORCE MAJEURE**11.1 **General**Neither Party shall be liable to the other Party to any extent, in damages orotherwise, as a result of its failure to perform its obligations under this Agreement due toany event beyond its reasonable control, including but not limited to, war, nationalemergency, epidemic, fire, strikes or lock-outs or any other form of industrial action,insurrection or riots or the requirements or regulations of any civilian or militaryauthority (for the purpose of this clause an **“Event of Force Majeure”**).11.2 **Notice**A Party affected by any Event of Force Majeure shall promptly send the other Party anotice in writing relating thereto, setting out a description of such Event of Force Majeureand reasons for its non-performance.11.3 **Resuming the performance of obligations** (A) A Party affected by an Event of Force Majeure shall inform the other Party ofany relevant progress from time to time, and take all necessary actions to prevent,limit or reduce the losses and consequences caused by or in connection with thesuspension of its performance, and shall use its best efforts to avoid, reduce oreliminate the impact of such Event of Force Majeure. (B) A Party affected by an Event of Force Majeure shall resume its performance assoon as practicable.
 
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12. **AMENDMENTS**No amendment or modification of any provision of this Agreement shall be effectiveunless it is in writing and signed by both Parties.13. **NOTICES**All notices, requests, demands and other communications to be given or delivered under or byreason of this Agreement shall be in writing (which shall include notice by facsimile orlike transmission) and shall be deemed given: (A) if delivered by hand, on the day it is delivered, or on the next Business Dayif delivery is made on a non-Business Day or after the business hours of a BusinessDay; (B) if sent by facsimile, on the day when transmittal confirmation is received, oron the next Business Day if the facsimile is transmitted on a non-Business Day or afterthe business hours on a Business Day; (C) if sent by certified or registered air mail, on the seventh Business Dayfollowing its being deposited at a local postal service provider for mailing if theaddress of the addressee for notice is in the same country as the place of mailing, orotherwise, on the tenth Business Day following its being deposited at a local postalservice provider for mailing,to the Parties at the following addresses (or addresses as notified by the Parties inwriting from time to time):   For Lender: Spring Asia LimitedAddress Lot 2 & 3, Level 3, Wisma Lazenda Jalan Kemajuan, 87000