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Exhibit 4.52EXECUTION COPYDATEDTHE 2 DAY OF FEBRUARY 2007BETWEEN**MANAGEMENT CAPITAL INTERNATIONAL LTD****INFOCOMM INVESTMENTS PTE LTD****COMMERZBANK INFOCOMM SEGREGATED PORTFOLIO****GLOBAL STAR INTERNATIONAL DEVELOPMENT LIMITED****ETHERFAST PTE LTD****GIGAMEDIA ASIA PACIFIC LIMITED****BODHI CHINA AND INDIA INVESTMENTS LLC**AND**INFOCOMM ASIA HOLDINGS PTE. LTD.** **SHAREHOLDERS’ AGREEMENT** 
 

 
**TABLE OF CONTENTS**     **CLAUSE NO.** **HEADING** **PAGE NO.**      1. DEFINITIONS 22. SHARE CAPITAL AND ALLOTMENT OF SHARES 63. CONVERSION RIGHTS 74. ANTIDILUTION ADJUSTMENTS 75. REDEMPTION OF CLASS A SHARES 86. REDEMPTION OF CLASS B SHARES 86A. LIDUIDATION PREFERENCE 87. LISTING AND AUTOMATIC CONVERSION 98. BOARD OF DIRECTORS 109. GENERAL MEETINGS 1310. BUSINESS OF THE COMPANY 1411. FINANCE 1512. MANAGEMENT, ACCOUNTS AND INFORMATION 1613. TRANSFER OF SHARES 1714. COMPULSORY TRANSFERS 2015. TAG-ALONG RIGHTS 2216. BRING ALONG RIGHTS 2317. REGISTRATION RIGHTS 2318 DURATION AND TERMINATION 2719. NON-COMPETITION AND OTHER RESTRICTIONS 2720. REPRESENTATIONS AND WARRANTIES 2921. FORCE MAJEURE 3022. ARTICLES OF ASSOCIATION 3023. CONFIDENTIALITY 3024. CONTINUING EFFECTS OF THIS AGREEMENT 3125. COUNTERPARTIES 3226. NOTICES 3227. MISCELLANEOUS 32SCHEDULE 1 38
 

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**THISAGREEMENT**is made on the 2nd day of February 2007**BETWEEN:**(1) **Management Capital International Ltd**, a company incorporated in the British Virgin Islandsand having its registered office at Portcullis Trustnet Chambers, P.O. Box 3444, Road Town,Tortola, British Virgin Islands (“**MCIL**”); (2) **Infocomm Investments Pte Ltd**(Company Registration Number 199608120R), a companyincorporated in Singapore and having its registered office at 6 Temasek Boulevard #29-00Suntec Tower 4 Singapore 038986 (“**IIPL**”); (3) **Commerzbank Infocomm Segregated Portfolios,**a specific segregated portfolio within CommerzAsia Best SPC (Company Registration Number CB-142661), a segregated portfolio companyincorporated in the Cayman Islands and having its registered office at Coconut Villa 2Jennifer Drive P.O. Box 10211 APO Grand Cayman BW1 (“**CISP**”); (4) **Global Star International Development Limited**(Company Registration Number 1032166), acompany which is a wholly owned subsidiary of The9 Limited and incorporated in Hong KongSpecial Administrative Region and having its registered office at 34/F, The Lee Gardens, 33Hysan Avenue, Causeway Bay, Hong Kong (“**Global Star**”); (5) **Etherfast Pte Ltd**(Company Registration Number 200604316G), a company incorporated inSingapore and having its registered office at 28 Maxwell Road Red Dot Traffic #04-01Singapore 069120 (“**Etherfast**”); and (6) **GigaMedia Asia Pacific Limited**(IBC Number 1068168), a company incorporated in the BritishVirgin 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**”); (7) **Bodhi China and India Investments LLC**, a limited liability company incorporated in theRepublic of Mauritius and having its registered office at International Financial ServicesLimited, IFS Court, TwentyEight, Cybercity, Ebene, Mauritius (“**SoftBank**”);collectively referred to as “**Shareholders**”; and(7) **Infocomm Asia Holdings Pte. Ltd.**(Company Registration Number 200414722H), a companyincorporated in Singapore and having its registered office at 28 Maxwell Road Red DotTraffic #04-01 Singapore 069120 (the “**Company**”),all the parties above shall be referred to individually as a “**Party**” and collectively as the“**Parties**”.**WHEREAS**:(A) The Company has been incorporated for the purpose of engaging in the Business (as definedhereunder). (B) The shareholding structure of the Company as at the Completion Date, based on a fullyconverted basis, will be as follows:
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               **Number of Ordinary**       **Shares on a** **Shareholder** **Type of Shares held**  **Converted Basis** Management Capital International Limited Ordinary Shares  150,000 Etherfast Pte Ltd Ordinary Shares  100,000 Infocomm Investments Pte Ltd Class A Shares  300,000 Commerzbank Infocomm SegregatedPortfolio Class A Shares  300,000 Global Star International DevelopmentLimited Class A Shares  200,000 Gigamedia Asia Pacific Limited Class B Shares  500,000 Bodhi China and India Investments LLC Class B Shares  208,881          **Total number of Shares**      **1,758,881** (C) This Agreement sets forth the complete and entire agreement between the parties andsupercedes and replaces any prior shareholders’ agreements entered into among the parties,whether oral or in writing. (D) The parties hereto wish to enter into this Agreement to regulate the affairs of the Companyand the relationship between them as Shareholders of the Company. (E) It is understood that each of the parties have entered into this Agreement in reliance uponthe participation of other parties on the terms and subject to the conditions set out in thisAgreement.**NOW IT IS HEREBY AGREED**as follows:**1.** **DEFINITIONS**   In this Agreement unless the subject or context otherwise requires:   “**Act**” means the Companies Act, Chapter 50 of Singapore;   “**Antidilution Exceptions**” shall have the meaning ascribed under the clause 4 of thisAgreement;   “**Applicable Securities Law**” means (i) with respect to any offering of securities in theUnited States of America, or any other act or omission within that jurisdiction, thesecurities law of the United States, as amended from time to time, including the ExchangeAct and the Securities Act, and any applicable law of any state of the United States ofAmerica, and (ii) with respect to any offering of securities in any jurisdiction other thanthe United States of America, or any related act or omission in that jurisdiction, theapplicable laws of that jurisdiction;   “**Articles**” means the Articles of Association of the Company, substantially in the form setout in the Annex to the Subscription Agreement and as may be further amended from time totime;   “**Auditors**” means such approved company auditors acceptable to the parties hereto as may atthe given time be the auditors of the Company;
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  “**Board**” means the board of Directors for the time being of the Company;   “**Business**” means the business to be carried on by the Company, including but not limited tothe operation and distribution of online games by way of securing the exclusive distributionrights for online internet games or mobile games, for distribution in the South Asia regionand to make strategic investments in operating hubs;   “**Business Day**” means any day in Singapore except for Saturdays and Sundays and days whichhave been gazetted as public holidays in Singapore;   “**Chairman**” means the Chairman of the Board and the Company;   "**Class A Conversion Rate**” means the ratio at which Class A Shares are converted intoOrdinary Shares which shall be ten (10) Class A Shares for one (1) Ordinary Share, subjectto such adjustments as may be made from time to time in accordance with this Agreement andthe Articles;   "**Class A Issue Price**” means US$1.00 for each Class A Share;   “**Class A Shares**” means such number of redeemable, convertible, preference shares in thecapital of the Company, each bearing the terms and conditions as set out in the Articles;   “**Class B Conversion Rate**” means the ratio at which Class B Shares are converted intoOrdinary Shares, which shall initially be one (1) Class B Share for one (1) Ordinary Share,subject to such adjustments as may be made from time to time in accordance with thisAgreement and the Articles;   “**Class B Issue Price**” means US$20.00 for each Class B Share;   “**Class B Shares**” means such number of redeemable, convertible, preference shares in thecapital of the Company, each bearing the terms and conditions as set out in the Articles;   “**Commission**” means (i) with respect to any offering of securities in the United States ofAmerica, the Securities and Exchange Commission of the United States of America or any otherfederal agency at the time administering the Securities Act, and (ii) with respect to anyoffering of securities in a jurisdiction other than the United States of America, therelevant regulatory body of the jurisdiction with authority to supervise and regulate thesale of securities in that jurisdiction;   "**Completion Date**” has the meaning ascribed to it by the Subscription Agreement;   "**Conversion Rate**” means the Class A Conversion Rate and the Class B Conversion Rate;   “**Converted Basis**” means such number of Ordinary Shares held as a result of the conversion ofPreference Shares into Ordinary Shares of the Company at the Class A Conversion Rate or theClass B Conversion Rate (as the case may be), pursuant to the terms and conditions set outin this Agreement and in the Articles;   “**CUSIP Number**” means the number assigned to identify securities in North America asmaintained by the Committee on Uniform Securities and Identification Procedures;   “**Directors**” means the proposed directors of the Company appointed pursuant to clause 8,including, where applicable, alternate directors and “**Director**” refers to any of them;
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  “**Form F-3**” means such form under the Securities Act as in effect on the date hereof or anyregistration form under the Securities Act subsequently adopted by the Commission thatpermits inclusion or incorporation of substantial information by reference to otherdocuments filed by the Company with the Commission. Form F-3, as applied in this Agreement,could be either Form F-3, if the Company is deemed a foreign private issuer under theSecurities Exchange Act of 1934, as amended, or Form S-3, if the Company is deemed adomestic issuer under such Act;   “**Founder**” means the shareholder(s) of MCIL as at the Completion Date;   “**Holder**” means the holders of Class B Shares;   “**Initiating Holders**” means Class B Shareholder(s) holding, individually or in the aggregate,at least 25% of the Class B Shares on a Converted Basis;   "**Investment Budget**” means the investment budget to be approved by the Investment Committeethat will be in line with the Use of Funds;   "**Management**” means the management team of the Company as set out in Schedule 1 of thisAgreement and such other persons who may from time to time be appointed as members to themanagement team of the Company and who become shareholders of MCIL;   “**net tangible asset value**” means the total tangible assets value of the Company less totalliabilities (including deferred taxation), which is equal to the shareholders’ equity, whichcomprises the following: (a) the amount paid up or credited as paid up on the issued share capital of theCompany; and  (b) the amounts standing to the credit of the reserves of the Company as recordedin the accounts of the Company, howsoever described, including: (i) any share premium account;  (ii) any capital redemption reserve fund; and  (iii) any amount standing to the credit of the profit and lossaccount, all as shown by the accounts of the Company but after: (aa) deducting therefrom (if not other deducted) anyamounts attributable to intangible assets including goodwill and theamount of any debit balance on the profit and loss account in theaccounts of the Company; and  (bb) making such other adjustments (if any) as theAuditors consider appropriate in accordance with generally acceptedaccounting principles;  “**Ordinary Shares**” means the ordinary shares in the capital of the Company;   “**Preference Shareholders**” means collectively, the holders of Class A Shares and theholders of Class B Shares, and “**Preference Shareholder**” refers to any of them;   “**Preference Shares**” means the Class A Shares and the Class B Shares;
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  “**Person**” means any individual, body corporate, corporation, partnership, limitedpartnership, proprietorship, association, limited liability company, trust, estate,enterprise or other entity;   “**Pro Rata**” means: (a) in relation to any Preference Shareholder, a fraction, the numerator of whichshall be the number of Preference Shares on a Converted Basis held by such holder andthe denominator shall be the total number of Preference Shares on a Converted Basisissued and outstanding as of the date of such calculation; and  (b) in relation to all Shareholders, a fraction, the numerator of which shall bethe number of Shares on a Converted Basis held by such holder and the denominatorshall be the number of Shares on a Converted Basis issued and outstanding as of thedate of such calculation.  “**Qualifying Buy-Back**” means a share buy-back undertaken by the Company in accordancewith the applicable provisions of Singapore law;   “**Registrable Securities**” means the Preference Shares, including such Ordinary Sharesissuable upon the conversion of the Preference Shares;   “**Registration**” means a registration effected by preparing and filing a RegistrationStatement and the declaration or ordering of the effectiveness of the RegistrationStatement; and the terms “Register” and “Registered” have the same meanings concomitant withthe foregoing;   "**Registration Statement**” means a registration statement prepared on Form F-1, F-2 or F-3under the Securities Act, or on any comparable form in connection with registration in ajurisdiction other than the United States;   “**Securities Act**” means the United States Securities Act of 1933, as amended from time totime;   “**Secretary**” means the secretary for the time being of the Company;   “**Shareholders**” means IIPL, CISP, MCIL, Global Star, Etherfast, GigaMedia and Softbank;   “**Shareholder Proportions**” means, in relation to a Shareholder, the proportion which thenumber of Ordinary Shares (on a Converted Basis) set against the name of each Shareholder inthe tables as set out in Recital B (the “**Table**”), as the case may be, bears to the totalnumber of Ordinary Shares in the Company (on a Converted Basis) as set out in the Table,subject to changes in share capital of the Company as permitted by the terms and conditionsof this Agreement, the subscription agreements entered into between each of the Shareholdersand the Company and the Articles;   “**Shares**” means the Class A Shares, the Class B Shares and the Ordinary Shares;   “**South Asia Region**” includes Singapore, Malaysia, Indonesia, Philippines, Thailand, Vietnamand other territories as agreed by the Parties from time to time;   “**Subscription Agreement**” means the subscription agreement to be entered into betweenSoftbank and the Company at the date hereof for the subscription of 208,881 Class B Shareson the terms and subject to the conditions set out therein;
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  “**S$**” means the lawful currency of Singapore;   “**US$**” means the lawful currency of the United States of America; and   “**Use of Funds**” has the meaning ascribed to it under clause 2.3 of the SubscriptionAgreement.   In this Agreement: (a) words importing the singular include the plural and *vice versa*;  (b) words importing a gender include every gender; and  (c) references to persons shall be construed as including references to anindividual, firm, company, corporation, trust, unincorporated body of persons or anyState or government or any agency thereof.  Headings are for ease of reference only and have no legal effect. References to clauses are toclauses of this Agreement.   Any reference to a statutory provision shall include such provision as from time to timemodified, amended or re-enacted so far as such modification, amendment or re-enactment appliesor is capable of applying to any transactions entered into hereunder.**2.** **SHARE CAPITAL AND ALLOTMENT OF SHARES** 2.1 As at the Completion Date, the Company will have an issued share capital of 250,000 OrdinaryShares, 8,000,000 Class A Shares, and 708,881 Class B Shares. 2.2 The Company shall not issue any further shares whether forming part of its unissued shares ornew shares. However, if the Board determines in good faith and after due commercialconsiderations that additional shareholders’ equity is necessary, the Shareholders shall causethe Company to issue such number of additional shares as the Board may recommend. Suchadditional shares shall be offered in the first instance to Preference Shareholders on a ProRata basis immediately prior to such proposed increase in the issued share capital of theCompany and the Preference Shareholders may elect to subscribe for such number of additionalshares. In offering suchshares in the first instance to the holders of the Preference Shares,the offer shall be made by written notice specifying the number of such additional sharesoffered and the price per share, and reasonably limiting the time within which the offer, ifnot accepted, will be deemed to be declined (which shall not be less than 21 Business Days)and after the expiration of that time or on the receipt of an intimation from any Shareholderto whom the offer is made that it declines to accept the additional shares offered, the otherShareholders shall be entitled to subscribe to all such additional shares and if more than oneother Shareholder desires to so subscribe, then such additional shares will be allocated prorata between them in the proportion that their respective shareholdings in the Company bear toone another on a Converted Basis. Any remaining Shares not subscribed by the Shareholderspursuant to this clause may be offered by the Company to third parties at the same price pershare offered to the Shareholders previously, or shall otherwise be offered to theShareholders again in the manner set out in this clause 2.2. Prior to the subscription of anyshares in the capital of the Company, each new shareholder of the Company shall execute a deedof ratification and accession under which it agrees to be bound by and be entitled to thebenefit of this Agreement. Such right shall terminate at or upon a Public Offering(hereinafter defined).
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2.3 The foregoing right would not apply to: (a) the issuance by the Company of Ordinary Shares (or any options or rightsconvertible into Ordinary Shares) to employees, officers, directors or consultants ofthe Company pursuant to share option plans or other share incentive arrangementsapproved by the Board;  (b) securities issued by the Company in connection with any merger or acquisitionevent undertaken by the Company;  (c) Ordinary Shares issued in connection with any subdivision, consolidation orreclassification of Shares;  (d) Ordinary Shares issued upon the conversion or automatic conversion of thePreference Shares pursuant to clauses 3, 7.2 and 7.3 of this Agreement;  (e) the issuance of equity securities pursuant to a public offering; or  (f) the issuance of equity securities pursuant to an approved managementincentive plan as approved by the Board.**3.** **CONVERSION RIGHTS**   Each Holder shall be entitled, at any time after the Completion Date, at its option, toconvert all or any of the Class B Shares it holds into Ordinary Shares. Each Class B Shareshall be convertible into one Ordinary Share, subject to any adjustments provided in Clause4 below and the Articles of the Company.**4.** **ANTIDILUTION ADJUSTMENTS** 4.1 Each of the Parties agrees to procure (insofar as it lawfully can), for so long as any ClassA Shares or Class B Shares are outstanding, that: (i) in the event of a subdivision, consolidation or reclassification of shares, orthe issuance of Shares by way of a capitalisation of profits and reserves, all necessarysteps will be taken to ensure that the Shareholder Proportions in relation to theShareholders remain unchanged (“**Proportional Antidilution Protection**”), including,without limiting the generality of the above, making such adjustments to the ConversionRate as may be necessary to maintain the Shareholder Proportions amongst theShareholders (“**Antidilution Adjustments**”); and  (ii) in the event that the Company issues any additional Shares or rights or optionsto subscribe for Shares (including by way of a rights issue), or any options, rights,warrants or other securities convertible or exercisable into, or exchangeable for orredeemable with any Shares in or assets of the Company at a price that is less than theClass B Issue Price (the “**New Issue Price**”), the Class B Conversion Rate shall beadjusted such that the number of Ordinary Shares arising from the conversion of eachClass B Share shall be equal to the Class B Issue Price divided by the New Issue Price.4.2 Notwithstanding clause 4.1, the following events (“**Antidilution Exceptions**”) will not triggeran Antidilution Adjustment:
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 (a) the issue of Ordinary Shares upon conversion of any Preference Share pursuantto the terms of this Agreement; and  (b) Ordinary Shares and/or options that may be issued or registered for issuance toemployees pursuant to a share option plan or other share incentive plan approved bythe Board.**5.** **REDEMPTION OF CLASS A SHARES** 5.1 Upon receiving a written request from the holders of a majority of the Class A Shares at anytime after the fourth anniversary of 31 May 2005, the Company shall redeem the number of ClassA Shares submitted by such holders for redemption. 5.2 The redemption price for each Class A Share under this clause 5 shall be the Class A IssuePrice, plus interest accrued thereon at the rate of ten per cent (10%) per annum compoundedannually, less any declared and paid dividends (“**Class A Redemption Amount**”).**6.** **REDEMPTION OF CLASS B SHARES** 6.1 Each Holder shall have the right, at such holder’s option, by way of a written request to theCompany, to require the Company to redeem in cash the Class B Shares which are not converted,upon the earlier of (1) the fifth (5th) anniversary from 12 January 2007, and (2)the redemption of any Class A Shares. 6.2 The redemption price per Class B Share shall be 100 per cent. of the Class B Issue Price,plus interest accrued thereon at the rate of ten per cent (10%) on the Class B Issue Price perannum compounded annually, less any declared and paid dividends thereon (the “**RedemptionAmount**”). In the case of a redemption triggered by the redemption of any Class A Shares, theHolders shall first be entitled to payment of the Premium Amount in priority to the holders ofClass A Shares, where:   Premium Amount = A + B    Where:    A = (US$20.00 - US$10.00) x number of Class B Shares to be redeemed;    B = interest accrued on the Class B Shares to be redeemed at the rate of 10% perannum compounded annually less any declared and paid dividends on such Class BShares;    The remaining Redemption Amount owing to the Holders will be paid to the Holders*pari passu*with the Class A Redemption Amounts.6.3 Each Holder shall also be entitled, at its option, to require the Company to redeem its ClassB Shares in an amount equal to such holder’s Redemption Amount within two (2) weeks of achange in Control of the Company. For the purposes of this clause, “**Control**” shall mean theright to exercise, directly or indirectly, more than 50 per cent of the voting rightsattributable to the shares of the Company.**6A.** **LIDUIDATION PREFERENCE**
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  The Parties agree that in the event of any liquidation, dissolution or winding up ofthe Company, or on a return of capital (other than a Qualifying Buy-Back) by the Company,the holders of the Class B Shares shall be entitled to receive, prior to and in preferenceto any distribution to the holders of Ordinary Shares, Class A Shares or any other class ofshares, an amount per Class B Share equal to the Class B Issue Price over the Class A IssuePrice, plus all declared but unpaid dividends thereon (the “**Preference Amount**”). After thefull Preference Amount on all outstanding Class B Shares and the preference amount on theClass A Shares have been paid, any remaining funds and assets of the Company shall bedistributed Pro Rata amongst all Shareholders.   If the Company has insufficient assets to permit payment of the Preference Amount infull to all Holders, then the assets of the Company shall be distributed ratably to theHolders in proportion to the Preference Amount each Holder would otherwise be entitled toreceive.**7.** **LISTING AND AUTOMATIC CONVERSION** 7.1 All the Shareholders agree that the Company shall seek a listing for its shares as soon aspracticable, once it achieves the IPO Targets (as defined below) set out herein. 7.2 All Class A Shares shall be automatically converted into Ordinary Shares, at the thenapplicable Class A Conversion Rate, upon: (a) the closing of an underwritten public offering of shares of the Company(“**Public Offering**”) or such other date as may be agreed between the Parties and theissue manager, at a public offering price per share which satisfies the IPO Targets asdefined in Clause 7.4 below and with a reasonably anticipated aggregate offering size(before payment of underwriters’ discounts, commissions and offering expenses) of atleast US$15,000,000 (a “**Qualified Public Offering**” or “**QPO**”); or  (b) the election of at least 70% of the Class A Shareholders.7.3 All Class B Shares shall be automatically converted into Ordinary Shares, at the thenapplicable Class B Conversion Rate, upon: (a) the closing of a QPO**;**or  (b) the election of at least 75% of the Class B Shareholders.7.4 For the purposes of this clause, unless otherwise agreed by the holders of no less thanseventy-five per cent (75%) of the Ordinary Shares on a fully converted basis and no less thantwo-thirds of the Preference Shareholders, the targets for a Public Offering (the “**IPOTargets**”) shall be: (a) two times of the Class B Issue Price per Class B Share for a Public Offeringin 2007;  (b) four times of the Class B Issue Price per Class B Share for a Public Offeringin 2008; or  (c) eight times of the Class B Issue Price per Class B Share for a PublicOffering in 2009 or later.7.5 Each Preference Shareholder may by written request to the Company at any time after a PublicOffering, require the Company to and the Company shall take all necessary steps and
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  do all such things as may be necessary to facilitate the sale or transfer or any otherdealings of any Ordinary Shares issued pursuant to a conversion of Preference Shares,including but without limitation to the generality of the foregoing, making all necessaryapplications for such Ordinary Shares to be listed on the exchange on which the Company’sShares are listed.**8.** **BOARD OF DIRECTORS** 8.1 Unless all the Shareholders otherwise agree in writing, the Board shall comprise six (6)Directors of which one (1) Director will be nominated by IIPL, one (1) Director will benominated by CISP, one (1) Director will be nominated by Global Star, one (1) Director will benominated by the holders of Ordinary Shares, one (1) Director will be appointed by GigaMediaand one (1) Director will be appointed by Softbank. 8.2 The first Chairman shall be appointed by the Management and subsequent Chairmen shall beappointed by a majority vote of the Board. 8.3 The right of appointment of the Directors conferred on the Shareholders referred to in clause8.1 above shall include the right at any time and from time to time to remove from office andto determine the period which such persons shall hold office as Director. Whenever a Directorceases to be a Director for any reason whatsoever, the party which appointed him shall beentitled to appoint another person to replace him as a Director. 8.4 Any appointment or removal of Directors as aforesaid shall be made in writing and be signedby the duly authorised officer of the appointor and shall take effect as from the date of itsreceipt at the registered office of the Company or on the date of appointment specified in thenotice, whichever is later. 8.5 A Director may at any time and from time to time appoint any other person (other than anotherDirector) to be his alternate, and to remove such alternate Director. All appointments andremovals of alternate Directors made by any Director shall be in writing under the hand of theDirector making the same and shall take effect as of its receipt at the registered office ofthe Company or on the date of appointment specified in the notice, whichever is the later.Such alternate Director shall be entitled while holding office as such, to receive notices ofBoard meetings and to attend and vote at any such Board meetings at which the Directorappointing him is not present and to exercise all the authorities, powers and rights andperform all the functions of his appointer thereat. 8.6 The quorum for all meetings of the Board shall be four (4) Directors, including at least one(1) Director appointed by the Holders, each present personally or by his alternate. If withinhalf an hour after the time fixed for the meeting, the Directors constituting the quorum arenot present, the meeting shall be adjourned and reconvened to discuss the same agenda on thethird working day at the same time of the day and the same venue, and during the reconvenedmeeting, any two (2) Directors shall be deemed to form a quorum provided always that three (3)days’ written notice of each meeting or reconvened meeting shall be given to each Directorentitled to attend such meetings. 8.7 The Shareholders shall use all reasonable endeavours to procure that a quorum is presentthroughout each meeting of the Board. 8.8 The Directors may meet at any place for the despatch of their business, adjourn and otherwiseregulate their meetings as they deem fit. A Director may participate at a meeting of Directorsby telephone, teleconference or similar communications equipment or any other form of audio orvisual instantaneous communication by which all persons participating in the meeting are ableto hear and be heard by all participants, without a Director being in thephysical presence of another Director in which event such Director shall be deemed to be
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  present at the meeting. A Director participating in a meeting in the manner aforesaid mayalso be taken into account in ascertaining the presence of a quorum at the meeting. Unlessotherwise agreed unanimously, a Board meeting shall be held at least once every three (3)months in Singapore. 8.9 At any time, any Director may, and the Secretary on the requisition of a Director shall,summon a meeting of the Directors. At least seven (7) days’ notice in writing of each meetingof the Board shall be given to each Director of the Company at the address from time to timeprovided by him to the Company for such purpose and such notice shall be accompanied by anagenda of the matters to be considered at the meeting. Where a Director is absent fromSingapore, such notice may be given by telefax or telex, to a telefax number, or telex numberas the case may be, given by that absent Director to the Secretary. Any Director may waivenotice of any meeting and any such waiver may be retroactive and for this purpose, thepresence of a Director at the meeting shall be deemed to constitute a waiver on his part. Nodecision shall be taken on any matter at a meeting of the Board unless notice of such mattershall have been given in the manner aforesaid or waiver of such notice has been given inrespect of such matter by all of the members of the Board. 8.10 Except as otherwise provided for in clause 8.15(f) of this Agreement, a Director shall not beprohibited from voting or being counted in a quorum at any Board meeting in respect of anycontract or arrangement in which he is or may be interested provided he has disclosed thenature of his interest in accordance with applicable law (if any). 8.11 Except as otherwise provided in this Agreement, all resolutions of the Board shall be passedby a simple majority of the votes of the Directors. 8.12 The Chairman of any meeting of the Board shall have a second or casting vote in case of anequality of votes. 8.13 A resolution in writing signed by all the Directors appointed to the Company for the timebeing shall be as effective as a resolution duly passed at a meeting of the Directors and mayconsist of several documents in the like form, each signed by one or more Directors. Theexpression “in writing” and “signed” include approval by telefax, telex, cable, telegram,digital or electronic signature or such other mode of approval or indication of approval asmay be permitted by law by any such Director. 8.14 The Board shall appoint an investment committee (the “**Investment Committee**”) comprising offour (4) members, one of whom shall be nominated by IIPL, one by CISP, one by Global Star andone by GigaMedia. The unanimous approval of the Investment Committee is required for anyinvestment, including but not limited to, that relating to any online internet game or mobilegame, any capital expenditure of the Company of US$250,000 and above and any other investmentdecision by the Company regarding the Use of Funds. 8.15 Notwithstanding the foregoing, the following matters shall require the affirmative vote ofthree (3) Directors elected by each of IIPL and Global Star and GigaMedia: (a) the adoption of the Company’s annual budget (“**Annual Budget**”) and operatingplan (“**Operating Plan**”);  (b) any major corporate or financial matters that may either singly or in aggregateresult in a variance of more than fifteen per cent (15%) from the Annual Budget andOperating Plan approved by the Board;
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 (c) any financial or investment commitment or expenditure which either singly or inaggregate amounts to more than US$150,000 not provided for in the Annual Budget;  (d) any management remuneration plan, hiring dismissal or annual reappointment ofthe Chief Executive Officer (“**CEO**”), Chief Financial Officer (“**CFO**”) or any increase inthe remuneration package of any such executive officer;  (e) the issuance of any management and employee share options or incentive shares;  (f) the entry into any transaction with any director, officer or shareholder of theCompany (or affiliate or relative thereof) involving (i) the disbursement of funds ortransfer of property in the Company or (ii) the formation, termination, extension,renewal or waiver of any contract;  (g) the giving of any guarantee or indemnity by the Company;  (h) any change in the accounting policies adopted by the Company;  (i) the creation of any encumbrance with respect to (i) any intellectual propertyof the Company and (ii) any other asset or assets of the Company which either singly orin aggregate have a value of more than US$150,000;  (j) the provision of any credit, loan or the making of any advance by the Company;  (k) the sale, transfer, lease, assignment or disposal of assets which either singlyor in aggregate have a value of more than US$150,000;  (l) the purchase, lease or acquisition of assets which either singly or inaggregate have a value of more than US$150,000 not provided for in the annual budget ofthe Company;  (m) the appointment or removal of any auditor;  (n) the licensing or other transfer of any intellectual property other than in theordinary course of business;  (o) the commencement or settlement of any legal proceeding involving more thanUS$150,000; and  (p) the entry into by the Company of any transaction or series or transactionsinvolving an aggregate amount in excess of US$150,000 including incurrence of anyborrowing under any existing or future banking and credit facilities and the grantingof any guarantee, indemnity, performance bond, lien, pledge, charge, mortgage or othersecurity and the incurrence of any form of indebtedness.
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**9.** **GENERAL MEETINGS** 9.1 Notwithstanding anything to the contrary in the Articles, the quorum for a general meeting ofthe Company shall be four (4) Shareholders, including a representative from each of GigaMedia,IIPL, Global Star and Softbank, personally present or represented by proxy, attorney orrepresentative, present throughout that general meeting. If within half an hour after thetime fixed for the meeting, the Shareholders constituting the quorum are notpresent, the meeting shall be adjourned and reconvened and any three (3) Shareholderspresent throughout such adjourned general meeting shall constitute a quorum. 9.2 The Shareholders shall use all reasonable endeavours to procure that a quorum is present atand throughout each general meeting. 9.3 All questions and issues arising at a general meeting of the Company shall, unless otherwiserequired by any applicable law and subject to clause 9.9, be decided in accordance with thevotes of a simple majority of the Shareholders. 9.4 Each Preference Shareholder shall have the right to that number of votes equal to the numberof votes carried by their respective number of Ordinary Shares then issuable upon conversionof all its Preference Shares based on the prevailing Conversion Rate. Holders of all seriesof Preference Shares and Ordinary Shares shall vote together as a class except as provided inclause 9.10 below or as required by law. 9.5 A resolution in writing signed by all the Shareholders shall be as effective as a resolutionduly passed at a general meeting of the Company and may consist of such documents in the likeform, each signed by one or more directors. The expressions “in writing” and “signed” shallinclude approval by telefax, telex, cable, telegram, digital or electronic signature or suchother mode of approval or indication of approval as may be permitted by law by any suchShareholder. 9.6 The notice of a general meeting of the Company shall set out an agenda identifying inreasonable detail the matters to be discussed (unless the Shareholders agree otherwise). 9.7 Without prejudice to clause 9.8, the parties agree that all Shareholders’ meetings shall beheld in Singapore unless otherwise agreed to by all of the Shareholders. 9.8 Without prejudice to clause 9.1, the Shareholders may meet together in person or bytelephone, teleconference or similar communications equipment or any other form of audio orvisual instantaneous communication by which all persons participating in the meeting are ableto hear and be heard by all participants, for the despatch of business and adjourn andotherwise regulate their meetings as they think fit. A resolution passed by such a conferenceshall, notwithstanding that the Shareholders are not present together at one place at the timeof the conference, be deemed to have been passed at a meeting of the Shareholders held on theday and at the time at which the conference was held and shall be deemed to have been held atthe registered office of the Company and, unless otherwise agreed, all the Shareholdersparticipating at the meeting shall be deemed for all purposes of this Agreement to be presentat that meeting. 9.9 Notwithstanding the foregoing, the consent of the holders representing seventy-five per cent(75%) of the Ordinary Shares (including the holders of the outstanding Preference Sharesvoting on a Converted Basis together with the holders of Ordinary Shares and not as a singleclass), the holders representing two-thirds of the Preference Shares, and the holdersrepresenting seventy-five per cent (75%) of the outstanding Class B Shares shall be requiredfor:
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 (a) The issuance by the Company of any new shares of any class;  (b) Any repurchase or redemption of shares of the Company (other than pursuant torestricted stock agreements with employees, redemption provisions in the Articles orpursuant to the terms upon which the shares of the Company were issued);  (c) Any amendment or repeal of any provision of the Memorandum and Articles ofAssociation of the Company and its subsidiaries;  (d) Any change in the nature of the business of the Company;  (e) Any merger, sale, consolidation of the Company with or into any entity;  (f) The liquidation or dissolution of the Company or any of its subsidiaries;  (g) The sale of all or substantially all the Company’s assets or the purchase ofall or substantially all of the assets of another entity;  (h) The disposal of any intellectual property rights including all game licensingcontracts;  (i) The declaration or payment of a dividend on any shares of the Company;  (j) Any incurrence of debt by the Company other than the trade debts notexceeding an aggregate value of US$150,000; and  (k) Decisions regarding the terms of a public offering.9.10 Without prejudice to the above, the consent of the holders of at least 75% in value of theeach respective series of Preference Shares shall be required for: (a) any change in any of the rights, preferences, privileges or powers of, or therestrictions provided for the benefit of, the holders of that series of PreferenceShares;  (b) the authorization, creation or issuance of (1) any Ordinary Shares or (2) anyclass or series of shares having any right, preference or priority superior to or on apari passu basis with their series of Preference Shares; or  (c) any new issuance of debt or equity security of the Company or its subsidiaries.**10.** **BUSINESS OF THE COMPANY** 10.1 The Shareholders agree that, effective from the Completion Date, their respective rights andobligations in the Company shall be regulated by this Agreement and the Articles. 10.2 Subject to clause 10.1, the Shareholders and the Company agree to be bound by and comply withthe provisions of this Agreement which relate to them and all provisions of the Articles willbe enforceable by the parties between themselves. 10.3 Subject to clause 10.1, each of the Shareholders agrees to exercise its respective rightsunder this Agreement and as a Shareholder (insofar as it lawfully can) to:
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 (a) procure that the Company proceeds with the Business in all respects andcontinues to pursue the same with reasonable despatch;  (b) procure that the Business is conducted in the best interests of the Companyand in accordance with sound and good commercial and business practice andprofit-making principles so as to generate the maximum achievable profits availablefor distribution;  (c) ensure that the Director(s) appointed by it exercises his powers as Directorand otherwise uses its reasonable endeavours to seek to ensure that the business ofthe Company is confined to the Business;  (d) procure that the Company complies with the Articles and all applicable lawsas well as the terms and conditions of any licence, permit or consent by which theCompany is bound at all times; and  (e) ensure that the Director(s) appointed by it exercises his powers as Directorand otherwise uses its reasonable endeavours to seek to ensure that all employees ofthe Company enter into non-compete and assignment of invention agreements in favour ofthe Company.10.4 Any dealings with the Company and/or the Shareholders or any associates of such persons inrelation to the supply of goods or services shall be on normal arm’s length terms negotiatedbetween the relevant parties and no such person shall claim or be entitled to any preferentialtreatment in relation thereto by reason of the relationship of such persons under thisAgreement or any shareholding in connection with the Company. 10.5 Without the prior consent of IIPL, and whether or not IIPL is then a shareholder of theCompany, neither the Company nor its subsidiaries shall use, publish or reproduce the “IDA” or“IIPL” name or logo, or any similar name, trademark, or logo in any of their marketing,advertising or promotional materials or otherwise for any marketing, advertising orpromotional purposes. 10.6 Each of the Parties acknowledges that the Company and GigaMedia shall become strategicpartners and to the extent permitted by the licensing and other contracts entered into betweenthe Company and the publishers of the online games conferring on the Company publishing rightsin respect of those games in Hong Kong and/or Taiwan (if any), each of the Shareholders agreesto exercise its respective rights under this Agreement (insofar as it lawfully can) to procurethat the Company shall, if it decides not to exercise such right, first offer GigaMedia theright to operate such online games in Hong Kong and/or Taiwan on terms no less favourable tothose offered to any other party.**11.** **FINANCE**11.1   (a) In the event any additional working capital is required by the Company with regards tothe Business, such working capital shall be met through the provision of revolving creditfacilities. Any additional working capital of the Company may be met through (i) provision ofloans, letters of credit or credit facilities to the Company from such financial institutionsas the Board may from time to time agree; or (ii) subject to the consent of the relevantShareholder, provision of advance loans by the Shareholders to the Company on such terms asmay be agreed between the relevant Shareholder and the Company.
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 (b) In respect of any loan by any Shareholder to be provided pursuant to thisclause, such loan shall be entitled to interest payment by the Company at the rate tobe agreed from time to time on the basis of a one (1) month interest period. Unlessotherwise agreed between the parties hereto, such loans shall be repaid in full withintwo (2) months of the disbursement.**12.** **MANAGEMENT, ACCOUNTS AND INFORMATION** 12.1 The Shareholders shall, for so long as they remain Shareholders of the Company, be furnishedwith such information relating to the Business and/or the Company as they may from time totime reasonably request, in particular but without prejudice to the generality of theforegoing, the following information: (a) the Annual Budget and Operating Plan for the succeeding fiscal year no laterthan thirty (30) days prior to the end of each fiscal year;  (b) copies of the audited consolidated accounts of the Company in respect of eachfinancial year forthwith on the same becoming available and in any event not laterthan forty five (45) days from the date of each such financial year, such accounts tobe audited by a Big Four accounting firm of the Company’s choice, beingPricewaterhouseCoopers, Deloitte & Touche, Ernst & Young or KPMG;  (c) copies of unaudited consolidated accounts of the Company no later thantwenty-five (25) days from the end of the first three (3) fiscal quarters of eachfinancial year, such accounts to be reviewed by a Big Four accounting firm of theCompany’s choice, being PricewaterhouseCoopers, Deloitte & Touche, Ernst & Young orKPMG;  (d) copies of the unaudited consolidated monthly accounts of the Company no laterthan twenty-five (25 days) days from the end of each month;  (e) monthly bank account(s) statements of the Company within fifteen (15) daysafter the end of each month; and  (f) information relating to the operation of the Company or its subsidiaries,including information on the average number of concurrent users for each online gameoperated by the Company.12.2 The accounts of the Company shall be prepared on a consistent basis and in accordance withgenerally accepted accounting principles consistently applied in Singapore and the UnitedStates. 12.3 Each Shareholder shall have the right independently to call for, to exercise and inspect atall reasonable times, the books, records and accounts of the Company and any of itssubsidiaries and may appoint and authorise any person or persons to make such examination ontheir behalf. The Shareholders shall procure that the Auditors shall co-operate with suchpersons and provide access to such information and records as well as any explanations as suchpersons may reasonably request in relation to the Company’s accounts and records. EachShareholder shall also have the right to request for any discussions with, or explanationsfrom any Director, officer, employee, Auditor, legal or other professional adviser of theCompany in relation to any queries it may have relating to the Business and/or the operationsof the Company. Any costs incurred shall be borne by the Shareholder requesting for theexamination, unless any material or substantial defect was found through
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  such examination evidencing breach of this Agreement in which case the party so breaching thisAgreement shall bear the costs so incurred. 12.4 The financial year of the Company shall be from 1 January to 31 December of each year. 12.5 The Company shall maintain two (2) bank accounts (respectively the “**Investment Account**” and“**Operating Account**”) for the purpose of its business activities. The Investment Accountthrough which all investment activities approved by the Investment Committee are transactedshall require two (2) signatories for all transactions, one of whom shall be a directorappointed by IIPL and the other of whom shall be appointed by Global Star. The OperatingAccount, through which the daily operational expenses and budgeted expenditure are transactedwill require two (2) account signatories for withdrawals of more than US$100,000, one of whomshall be a director appointed by IIPL and the other of whom shall be appointed by Global Star.For the avoidance of doubt, drawings shall be in accordance with the proper authorisation ofthe Board and Investment Committee and all financing raised by the Company shall be creditedinto the Investment Account and the annual operating budget approved by the Board shall bedrawn down from the Investment Account into the Operating Account prior to the start of thefinancial year.**13.** **TRANSFER OF SHARES** 13.1 Except as otherwise provided for in this Agreement, a Shareholder shall be entitled to sell,transfer or otherwise dispose of all but not some only, of its Shares provided that thatShareholder first makes an offer to sell the same to the holders of Preference Shares incompliance with the rights of pre-emption contained in clause 13.2. 13.2 Any Shareholder desirous of selling its Shares or any interest therein (the “**Seller**”) shalldo the following: (a) The Seller shall give a notice in writing (a “**Transfer Notice**”) to theholders of Preference Shares specifying the number of Shares held by him to be offeredat the prescribed price (the “**Prescribed Price**”);  (b) The Prescribed Price shall be a price offered by a bona fide purchaser ofsuch Shares to be sold or transferred, or a price to be agreed upon between the Sellerand the Directors and, in a case where the Seller and Directors are unable to agree,at a price which the Auditors shall by writing under his hand certify to be in hisopinion, the fair value thereof as between a willing seller and a willing buyer havingregard to the tangible net asset value per Share of the Company;  (c) The Transfer Notice shall specify a period (the “**Prescribed Period**”) beingnot less than ten (10) days from the date of the Transfer Notice within which theoffer must be accepted or (in default) will lapse. A Transfer Notice once given shallbe irrevocable;  (d) If within the Prescribed Period, any or all of the Preference Shareholders(the “**Buyer(s)**”) accept(s) the offer contained in a Transfer Notice by giving notice(an “**Acceptance Notice**”) to that effect to the Seller, the Seller shall allocate thesaid Shares to or amongst the Buyer(s) and in the case of competition, Pro Rataamongst the Preference Shareholders, provided that no Buyer(s) shall be obliged totake more than the maximum number of Shares specified by him (if any) in theAcceptance Notice; and the Seller shall upon the expiry of the Prescribed Periodgive notice of such allocation to the Buyer(s) (an “**Allocation Notice**”) to whom theShares have been allocated and shall specify in such Allocation Notice, the place
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   and time (being not later than ten (10) days after the date of the said AllocationNotice) at which the sale of the Shares so allocated shall be completed. Where however, anyPreference Shareholder does not accept the offer contained in the Transfer Notice and theaggregate number of Shares specified in the Acceptance Notices received is less than thenumber of Shares offered by the Seller, the other Preference Shareholder shall be entitled,at their election, to purchase the remaining Shares at the Prescribed Price and where morethan one other holder of Preference Shares wishes to purchase such Shares, the Shares willbe allocated Pro Rata amongst the Preference Shareholders; (e) The Seller shall be bound to transfer the Shares comprised in the AllocationNotice(s) to the Buyer(s) named therein at the time and place therein specified and,if he shall fail to do so, any one Director or the Secretary shall be deemed to havebeen appointed agent of the Seller with full power to execute, complete and deliver,in the name and on behalf of the Seller, transfers of the Shares to the Buyer(s)thereof against payment of the Prescribed Price to the Company. On payment of thePrescribed Price to the Company, the Buyer(s) shall be deemed to have obtained a gooddischarge for such payment. The Company shall forthwith pay the relevant monies into aseparate bank account in the Company’s name and shall hold such monies in trust forthe Seller. After the Buyer(s) is/are registered in the Register of Members as theholder(s) of such Shares pursuant to the transfer thereof, the validity of theproceedings shall not be questioned by any person;  (f) Subject to the provisions of this clause 13.2, any Buyer(s) which serves anAcceptance Notice shall become bound to purchase all of the Shares allocated to him inaccordance with clause 13.2(d) above;  (g) If, by the end of the Prescribed Period, no Acceptance Notice has been servedor not all the Shares comprised in the Transfer Notice are subject to the AcceptanceNotice(s) issued by the Buyer(s), the Seller shall subject to clause 13.3 be entitledto sell its Shares to a third party at a price which is not lower than the PrescribedPrice provided that if any Preference Shareholder does not purchase its entitlement ofthe Shares offered, such Shares shall first be offered to the other Shareholders atthe Prescribed Price. Such Shareholders shall have not less than ten (10) days toaccept the offer before such Shares are offered to any third party. The Seller shallgive prior notice in writing of the identity of the third party (the “**IntendedTransferee**”) to whom he intends to sell the Shares, to the Shareholders and theCompany.13.3 It shall be a condition precedent to the right of any Shareholder to transfer Shares to theIntended Transferee that: (a) the other Shareholder(s) unanimously agree in writing to the transfer of theShares to the Intended Transferee and such consent shall not be unreasonably withheld;and  (b) the Intended Transferee if not already bound by the provisions of thisAgreement, executes a deed of ratification and accession under which it agrees to bebound by and be entitled to the benefit of this Agreement as if an original partyhereto, in place of the transferor prior to the date of such transfer.13.4 The Shareholders shall procure that any transfer of Shares in accordance with this clause 13and the transferee thereto shall (subject to all formalities in respect thereof having beenfulfilled) be duly registered by the Company. 13.5 No Shareholder shall without the prior written consent of the other Shareholders create orpermit to subsist any mortgage, charge, pledge, lien or other encumbrance of any nature
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   whatsoever over its Shares. No Shareholder shall grant any option or other rights to disposeof any interest in any Shares held by it (otherwise than by a transfer in accordance withclause 13 and the Articles). Except as provided in this Agreement, no Shareholder shallenter into any agreement with respect to the voting rights attached to all or any of itsShares or other securities in the Company or grant any option in relation thereto.13.6 On a sale, transfer or disposition of Shares in accordance with the preceding sub-clauses ofthis clause 13: (a) the Seller shall repay all loans, borrowings and indebtedness outstanding tothe Company from the Seller (together with any accrued interest thereon);  (b) the other Shareholders shall procure the Company to repay all loans,borrowings and indebtedness outstanding to the Seller from the Company (together withaccrued interest thereon); and  (c) the Seller shall procure the resignation and/or removal of any Directorappointed by it.13.7 For the avoidance of doubt, the foregoing right of first refusal shall not apply to transfersto affiliates or immediate family members (or trust thereof) of a holder. 13.8 For the purposes of the remaining provisions of this clause 13: (a) the word “**company**” includes any body corporate;  (b) the expression “**a Member of the Same Group**” in relation to any company, meansa company which is for the time being a related company to the first mentioned companyas defined in the Act;  (c) the expression “**Transferor Company**” means a company which has transferred orproposes to transfer Shares to a Member of the Same Group;  (d) the expression “**Transferee Company**” means a company for the time beingholding Shares in consequence, directly or indirectly, of a transfer of Shares orseries of transfers of Shares between Members of the Same Group (the relevantTransferor Company in the case of a series of such transfer being the first transferorin such series); and  (e) the expression “**the Relevant Shares**” means and includes (so far as the sameremain for the time being held by any Transferee Company) the Shares originallytransferred to such Transferee Company and any additional Shares issued to or acquiredby such Transferee Company.13.9 All but not some only of a Shareholder’s Shares may at any time be transferred by theShareholder to a company which is a Member of the Same Group. If any Shareholder transfers itsShares to a Member of the Same Group, then the Shareholder hereby guarantees the performanceby the Transferee Company of all obligations to be performed by it under this Agreement or inrespect of such Shares. It shall be a condition precedent to the transfer of Shares to aMember of the Same Group that the Transferee Company executes a deed of ratification andaccession under which it agrees to be bound by and be entitled to the benefit of thisAgreement as if an original party in place of the transferor prior to the date of suchtransfer. 13.10 Notwithstanding any provisions to the contrary, all or part of the Class A Shares or Class B
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  Shares may at any time be transferred, sold or otherwise disposed without compliance withClauses 13, 14 or 15, to a bona fide third party who is not a Person carrying on anybusiness in competition with the Business or the Company, subject to the prior consent ofIIPL, such consent not to be unreasonably withheld. It shall be a condition precedent tothe transfer of Shares to such third party that the transferee executes a deed ofratification and accession under which it agrees to be bound by and be entitled to thebenefit of this Agreement as if an original party in place of the transferor prior to thedate of such transfer.13.11 If a Transferee Company ceases to be a Member of the Same Group as the Transferor Companyfrom which (whether directly or by a series of transfers) the Relevant Shares were derived,then within 14 days of such cessation the Transferee Company shall transfer the RelevantShares to the Transferor Company or any other nominee of the Transferor Company (which shallbe a Member of the Same Group) and the Transferor Company shall be bound to either accept theRelevant Shares or to procure that its nominee shall accept the Relevant Shares, as the casemay be. In case of default of this clause 13.11, the Transferee Company shall be deemed tohave appointed a Director appointed by the other Shareholders as its lawful attorney with fullpower to execute any instrument of transfer, deed of assignment or any other documentnecessary to implement the said transfer and the Transferor Company is deemed either to haveconsented to accept the Relevant Shares and to being registered in the Company’s register ofmembers and register of transfers as the holder of the Relevant Shares or to have undertakento procure such consent from its nominee, as the case may be. Where the Relevant Shares aretransferred back to the Transferor Company, the Transferor Company shall execute a deed ofratification and accession under which it agrees to be bound by and be entitled to the benefitof this Agreement as if an original party prior to the date of such transfer. Where theRelevant Shares are transferred back to a nominee of the Transferor Company, the TransferorCompany shall procure that its nominee shall execute a deed of ratification and accessionunder which it agrees to be bound by and be entitled to the benefit of this Agreement as if anoriginal party in place of the transferor prior to the date of such transfer.**14.** **COMPULSORY TRANSFERS** 14.1 If any Shareholder (a “**Defaulting Shareholder**”): (a) shall commit any material breach of its obligations under this Agreement and,if remediable, shall fail to take all necessary action to remedy such breach withinfourteen (14) days upon the service of notice by any of the other Shareholder(s) (the“**Non-Defaulting Shareholder(s)**”) complaining of such breach;  (b) shall go into voluntary liquidation otherwise than for the purpose ofreconstruction or amalgamation or an order of the court is made for its compulsoryliquidation or shall have a receiver (or a receiver and manager) or similar officerappointed in respect of any substantial part of its assets or shall have a judicialmanager or equivalent officer appointed;  (c) shall compound or make any composition or arrangement with its creditors;  (d) shall cease or threaten to cease wholly or to carry on its business,otherwise than for the purpose of a reconstruction or amalgamation without insolvencypreviously approved by the other Shareholders;  (e) shall sell, transfer, lease or otherwise dispose of the whole orsubstantially the whole of its assets, rights and undertaking;
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 (f) shall become insolvent;  (g) is subject to a distress, sequestration, execution, attachment or garnisheewhich is levied or enforced against its property, undertaking or revenues and is notdischarged within ten (10) days;  (h) is unable to pay its debts as and when they fall due; or  (i) any of the matters in sub-clauses (b), (c), (d), (e) and (f) aboveoccurs in relation to any holding company or ultimate holding company for thetime being of the Defaulting Shareholder,then upon notice by any of the Non-Defaulting Shareholder(s) to the Company andthe Defaulting Shareholder, the Defaulting Shareholder shall thereupon bedeemed to have served on the Non-Defaulting Shareholder, a notice (the “**DefaultTransfer Notice**”) offering irrevocably to sell the legal and beneficialownership of all its Shares (the “**Sale Shares**”) at the fair value of the Sharesless twenty per cent (the “**Default Prescribed Price**”) as determined by theAuditors in accordance with clause 14.2 within fourteen (14) days after theissue of the Auditor’s certificate in accordance with clause 14.2 or suchlonger period as agreed by the Non-Defaulting Shareholders (the “**DefaultPrescribed Period**”). The procedure governing the sale of the Sale Sharespursuant hereto shall be in accordance with the procedure set out in clause13.2 save for: (aa) any reference to the Seller in clause 13.2 shall be deemed to be a referenceto the Defaulting Shareholder;  (bb) any reference to the Purchaser(s) shall be deemed to be a reference to theNon-Defaulting Shareholder(s) who issue acceptance notice(s) in respect of the SaleShares respectively;  (cc) the Default Prescribed Price and the Default Prescribed Period shall be asdetermined in the manner set out in this clause 14.1;   Save as provided herein, any Transfer Notice served by a Defaulting Shareholder pursuant toclause 13.2 during the Default Prescribed Period mentioned in this clause shall be void andof no effect. The provisions of clauses 13.4 and 13.6 shall *mutatis mutandis*apply to thesale of the Sale Shares hereunder.14.2 The Auditors will act as experts and not as arbitrators and will certify in writing what intheir opinion was the fair value of the Sale Shares on the date the Default Transfer Noticewas deemed to have been served pursuant to clause 14.1, on the following assumptions: (a) valuing the Sale Shares as an arm’s length sale between a willing seller anda willing purchaser;  (b) if the Company was then carrying on business as a going concern, on theassumption that it will continue to do so; and  (c) valuing the Sale Shares as a rateable proportion of the total value of theissued share capital of the Company which value shall not be discounted or enhanced byreference to the number of the Sale Shares having regards to the net tangible assetvalue of the Company.If any difficulty shall arise in applying any of the foregoing assumptions then suchdifficulty shall be resolved by the Auditors in such manner as they shall in their absolutediscretion
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think fit. All costs of the Auditors shall be borne by the DefaultingShareholder. The Shareholders shall procure the Auditors to determine the Default Prescribed Price inaccordance with this clause 14.2 as soon as practicable after the service of a notice ofdefault on the Defaulting Shareholder and the Company by any of the Non-DefaultingShareholders.14.3. Notwithstanding anything hereinbefore mentioned, on the occurrence of any of the eventsmentioned in clause 14.1, the Non-Defaulting Shareholder(s) may by notice to the DefaultingShareholder request that the Company be liquidated and unless the Shareholders otherwiseagree, they shall each take such steps as may be necessary to forthwith liquidate the Company.**15.** **TAG-ALONG RIGHTS** 15.1 Notwithstanding clause 13.1, if any Shareholder proposes to transfer, in a single transactionor a series of related transactions, any of the Shares held by it in a bona fide sale (the“**Transfer**”), then that Shareholder (the “**Transferring Shareholder**”) shall promptly givewritten notice (the “**Notice of Transfer**”) simultaneously to the Company and to the PreferenceShareholders. The Notice of Transfer shall describe in reasonable detail the terms andconditions of the proposed Transfer including, without limitation, the number of Shares to betransferred, the nature of such Transfer, the consideration to be paid, and the name andaddress of each prospective purchaser transferee. 15.2 Each of the Preference Shareholders shall have the right, exercisable upon written notice(the “**Notice of Participation**”) to the Company within ten (10) days after the receipt of theNotice of Transfer, to inform the Company in writing whether it elects to participate in theTransfer by the Transferring Shareholder on the same terms and conditions as set forth in theNotice of Transfer. The Notice of Participation shall indicate the number of Shares that otherShareholder elects to Transfer pursuant to this clause 15.2, up to that number of Shares equalto the product obtained by multiplying (i) the aggregate number of Shares set forth in theNotice of Transfer by (ii) that other Shareholder’s Shareholder Proportion at time of theTransfer. That other Shareholder who elects to participate in the Transfer by the TransferringShareholder pursuant to this clause 15.2 (a “**Tag-Along Participant**”) shall promptly deliver tothe Company (who shall be deemed to be constituted the agent of the Transferring Shareholderand the Tag-Along Participant for the Transfer in accordance with the Articles) for transferto the prospective purchaser one or more share transfer forms, properly executed for transfer,which represent the number of Shares which such Tag-Along Participant elects to Transfer,together, where applicable with the relevant share certificates and any other documentsrequired for the Transfer. 15.3 To the extent that a Preference Shareholder fails to elect to participate in the Transfer bythe Transferring Shareholder, that Preference Shareholder shall be deemed to have consented tothe Transfer by the Transferring Shareholder on the terms and conditions and to theprospective purchaser as set forth in the Notice of Transfer. Any proposed Transfer on termsand conditions more favourable than those described in the Notice of Transfer or to atransferee not identified in such notice, as well as any subsequent proposed Transfer of anyof the Shares held by the Transferring Shareholder, shall again be subject to the tag-alongrights of the other Shareholders and shall require compliance by the Transferring Shareholderwith the procedures described in this clause 15. The exercise or non-exercise of the rights ofa Shareholder hereunder to participate in one or more sales by another Shareholder shall notadversely affect the first-mentioned Shareholder’s rights to participate in subsequent salesof Shares by a Shareholder pursuant to this clause 15. 15.4 Upon consummation of the Transfer of the Shares pursuant to the terms and conditions
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   specified in the Notice of Transfer, the Transferring Shareholder or the Company, as thecase maybe, shall remit to the Tag-Along Participant that portion of the proceeds to whichsuch Tag-Along Participant is entitled by reason of its participation in such Transfer. Tothe extent that any prospective purchaser or purchasers prohibits such assignment orotherwise refuses to purchase Shares from a Tag-Along Participant exercising its tag-alongrights hereunder, the Transferring Shareholder shall not Transfer to such prospectivepurchaser or purchasers any of its Shares unless and until, simultaneously with suchTransfer, the Transferring Shareholder shall purchase the Shares from the Tag-AlongParticipant on the same terms and conditions as specified in the Notice of Transfer.15.5 Notwithstanding the foregoing, tag-along rights shall not apply to any Transfer or Transfersby a Shareholder to a subsidiary of such a Shareholder or made pursuant to a bona fide loantransaction with a financial institution that creates a mere security interest; Provided thatin the event of any Transfer made pursuant to this clause 15.5 such Shareholder shall informthe Company and the other Shareholders of such Transfer prior to effecting it and thetransferee, prior to the completion of the Transfer, shall have executed documents (in suchform as may be reasonably approved by the other Shareholders) assuming the obligations of therelevant Shareholder under this Agreement with respect to the Shares so transferred to suchtransferee. 15.6 Any purported Transfer by a Shareholder in violation of this Agreement shall be null and voidand of no force and effect and the purported transferees shall have no rights or privileges inor with respect to the Company or the Shares purported to have been so transferred. TheCompany shall refuse to recognise any such Transfer and shall not reflect on its records anychange in ownership of such Shares purported to have been so transferred.**16.** **BRING ALONG RIGHTS**   If the holders of at least seventy five per cent (75%) of the outstanding Ordinary Shares(including the votes of the holders of the outstanding Preference Shares voting on aConverted Basis together with the holders of the Ordinary Shares and not as a single class)propose to enter into an agreement or arrangement for the sale of all of their shares to athird party for a price per Share of at least two times the Class B Issue Price, thismajority shall have the right to cause all the holders of the Ordinary Shares and PreferenceShares to sell their shares in the Company pursuant to such transaction.**17.** **REGISTRATION RIGHTS**17.1 Initiating Holders shall be entitled, at any time after a QPO, to request for theRegistration of Registrable Securities by way of notice in writing to the Company where thereasonably anticipated aggregate offering size to the public is at least US$15,000,000 (beforepayment of underwriters’ discounts, commissions and offering expenses). Upon the receipt ofsuch a request, the Company shall (a) promptly give written notice of the proposedRegistration to all other Shareholders and (b) as soon as practicable, and in any event withinsixty (60) days of the receipt of such request, cause the Registrable Securities, to beRegistered and/or qualified for sale and distribution in such jurisdictions as the InitiatingHolders may reasonably request. The Company shall be obligated to effect only three (3) suchRegistrations. 17.2 Initiating Holders shall be entitled, at any time after a QPO, to request by way of notice inwriting to the Company, for the filing of a Registration Statement on Form F-3 (or anysuccessor form to Form F-3, or any comparable form for Registration in a jurisdiction otherthan the United States) for a public offering of the Registrable Securities where the
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   reasonably anticipated aggregate offering price to the public is at least US$15,000,000(before payment of underwriters’ discounts, commissions and offering expenses), and theCompany will be entitled to use Form F-3 or a comparable form to Register the RegistrableSecurities. Upon receipt of such a request the Company shall, as soon as practicable, andin any event within sixty (60) days of the receipt of such request, cause the RegistrableSecurities specified in the request, to be Registered and qualified for sale anddistribution in such jurisdictions as the Initiating Holders may reasonably request. TheCompany’s obligation to effect registrations pursuant to this clause 17.2 is unlimited.17.3 Where the Company proposes to Register for its own account any of its Shares in connectionwith the public offering of such Shares, the Company shall promptly give notice in writing tothe Shareholders and, upon the written request of such Shareholders (such request to be inwriting and given not later than 20 days after the delivery of the notice by the Company ofsuch Registration), the Company shall use all reasonable endeavours to include in suchRegistration any Registrable Securities requested by the Shareholders.17.4 Whenever required under this Agreement to effect the Registration of any RegistrableSecurities, the Company shall, as expeditiously as possible: (a) Prepare and file with the Commission a Registration Statement with respect tothose Registrable Securities and use its best efforts to cause that RegistrationStatement to become effective, and, upon the request of the Shareholders, keep theRegistration Statement effective for up to a year;  (b) Prepare and file with the Commission amendments and supplements to thatRegistration Statement and the prospectus used in connection with the RegistrationStatement as may be necessary to comply with the provisions of Applicable SecuritiesLaw with respect to the disposition of all securities covered by the RegistrationStatement;  (c) Furnish to the Shareholders the number of copies of a prospectus, including apreliminary prospectus, required by Applicable Securities Law, and any other documentsas they may reasonably request in order to facilitate the disposition of RegistrableSecurities owned by them;  (d) Use its best efforts to Register and qualify the securities covered by theRegistration Statement under the securities laws of any jurisdiction, as reasonablyrequested by the Shareholders, provided that the Company shall not be required toqualify to do business or file a general consent to service of process in any suchjurisdictions, and provided further that in the event any jurisdiction in which thesecurities shall be qualified imposes a non-waivable requirement that expenses incurredin connection with the qualification of the securities be borne by sellingshareholders, those expenses shall be payable pro rata by selling shareholders;  (e) In the event of any underwritten public offering, entering into and performingits obligations under an underwriting agreement, in usual and customary form, with themanaging underwriter of the offering. Each shareholder participating in theunderwriting shall also enter into and perform its obligations under such an agreement;  (f) Notify the holders of Registrable Securities covered by the RegistrationStatement at any time when a prospectus relating thereto is required to be deliveredunder Applicable Securities Law or of the happening of any event as a result of whichany prospectus included in the Registration Statement, as then in effect, includes anuntrue statement of a material fact or omits to state a material fact required to be
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   stated therein or necessary to make the statements therein not misleading in thelight of the circumstances then existing; (g) Provide a transfer agent and registrar for all Registrable SecuritiesRegistered pursuant to the Registration Statement and, where applicable, a CUSIP numberfor all those Registrable Securities, in each case not later than the effective date ofthe Registration;  (h) Furnish, at the request of any Initiating Holders, on the date that suchRegistrable Securities are delivered for sale in connection with a Registrationpursuant to this Agreement, (i) an opinion, dated the date of the sale, of the counselrepresenting the Company for the purposes of the Registration, in form and substance asis customarily given to underwriters in an underwritten public offering; and (ii) acomfort letter dated the date of the sale, from the independent certified publicaccountants of the Company, in form and substance as is customarily given byindependent certified public accountants to underwriters in an underwritten publicoffering, addressed to the underwriters; and  (i) Take all reasonable action necessary to list the Registrable Securities onthe primary exchange upon which the Company’s securities are then traded.17.5 To the extent permitted by law, all expenses (other than any underwriting discounts andcommissions applicable to the sale of the Registrable Securities) incurred in connection withRegistrations, filings or qualifications pursuant to this Agreement, including (withoutlimitation) all Registration, filing and qualification fees, printers’ and accounting fees,fees and disbursements of counsel for the Company and underwriters, shall be borne by theCompany. The Company shall not, however, be required to pay for any expenses of anyRegistration proceeding begun pursuant to this Agreement if the Registration request issubsequently withdrawn at the request of the Shareholders. 17.6 The right to cause the Company to Register Registrable Securities pursuant to this Agreementmay be assigned by a Shareholder to a transferee or assignee of such securities provided that:(a) the Company is, within a reasonable time after such transfer, furnished with writtennotice of the name and address of such transferee or assignee and the securities with respectto which such registration rights are being assigned and (b) such transferee or assigneeagrees in writing to be bound by and subject to the terms and conditions of this Agreement. Inthe event that a transfer or assignment of Registrable Securities does not satisfy theconditions set forth above, such securities shall no longer be deemed to constitute“Registrable Securities” for purposes of this Agreement. 17.7 The Company shall not without the prior written consent of the Holders, enter into anyagreement with any Shareholder or any prospective Shareholder which would allow suchShareholder or prospective Shareholder to enjoy Registration rights on terms more favourablethan those granted to the Holders or any other Shareholder. 17.8 To the extent permitted by law, the Company (the “**indemnifying party**”) will indemnify andhold harmless the Shareholder, its officers, directors, shareholders, legal counsel andaccountants, any underwriter (as defined in the Securities Act) for such Shareholder and eachPerson, if any, who controls (as defined in the Securities Act) the Shareholder or underwriter(each an “**indemnified party**”) against any losses, claims, damages or liabilities (joint orseveral) to which they may become subject under laws which are applicable to the Company andrelate to action or inaction required of the Company in connection with any Registration,qualification, or compliance, insofar as such losses, claims, damages, or liabilities (oractions in respect thereof) arise out of or are based upon any of the following statements,omissions or violations (each a “**Violation**”): (i) any untrue statement or alleged
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untrue statement of a material fact contained in such Registration Statement, including anypreliminary prospectus or final prospectus contained therein or any amendments orsupplements thereto, (ii) the omission or alleged omission to state in the RegistrationStatement, including any preliminary prospectus or final prospectus contained therein orany amendments or supplements thereto, a material fact required to be stated therein ornecessary to make the statements therein not misleading, or (iii) any violation or allegedviolation by the Company of Applicable Securities Laws, or any rule or regulationpromulgated under Applicable Securities Laws. The Company will reimburse the Shareholders,underwriter or controlling person for any legal or other expenses reasonably incurred bythem in connection with investigating or defending any such loss, claim, damage, liabilityor action.17.9 Promptly after receipt by an indemnified party under clause 17.8 above of notice of thecommencement of any action (including any governmental action), such indemnified party will,if a claim in respect thereof is to be made against any indemnifying party under clause 17.8,deliver to the indemnifying party a written notice of the commencement thereof and theindemnifying party shall have the right to participate in, and, to the extent the indemnifyingparty so desires, to assume the defense thereof. The indemnified party shall have the right toretain one separate counsel, with the fees and expenses to be paid by the indemnifying party,if representation of such indemnified party by the counsel retained by the indemnifying partywould be inappropriate due to actual or potential differing interests between such indemnifiedparty and any other party represented by such counsel in such proceeding. The failure todeliver written notice to the indemnifying party within a reasonable time of the commencementof any such action, if prejudicial to its ability to defend such action, shall relieve suchindemnifying party of any liability to the indemnified party under clause 17.8, but theomission to deliver written notice to the indemnifying party will not relieve it of anyliability that it may have to any indemnified party otherwise than under this clause 17.17.10 If any indemnification provided for in clause 17.8 is held by a court of competentjurisdiction to be unavailable to an indemnified party with respect to any loss, liability,claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifyingsuch indemnified party hereunder, shall contribute to the amount paid or payable by suchindemnified party as a result of such loss, liability, claim, damage or expense in suchproportion as is appropriate to reflect the relative fault of the indemnifying party, on theone hand, and of the indemnified party, on the other, in connection with the statements oromissions that resulted in such loss, liability, claim, damage or expense, as well as anyother relevant equitable considerations. The relative fault of the indemnifying party and ofthe indemnified party shall be determined by reference to, among other things, whether theuntrue or alleged untrue statement of a material fact or the omission to state a material factrelates to information supplied by the indemnifying party or by the indemnified party and theparties’ relative intent, knowledge, access to information, and opportunity to correct orprevent such statement or omission.17.11 The obligations of the Company and the Shareholders under clauses 17.8, 17.9 and 17.10 shallsurvive the completion of any offering of Registrable Securities in a Registration Statementunder this Agreement, and otherwise.17.12 With a view to making available to the Shareholders the benefits of Rule 144 promulgatedunder the Securities Act and any comparable provision of any Applicable Securities Law thatmay at any time permit such Shareholders to sell securities of the Company to the publicwithout Registration or pursuant to a Registration on Form F-3 (or any comparable form in ajurisdiction other than the United States), the Company agrees to:
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 (i) make and keep public information available, as those terms are understood anddefined in Commission Rule 144 (or comparable provision under Applicable SecuritiesLaws in any jurisdiction where the Company’s securities are listed), at all timesfollowing ninety (90) days after the effective date of a Qualified Public Offering;  (ii) file with the Commission in a timely manner all reports and other documentsrequired of the Company under all Applicable Securities Laws; and  (iii) at any time following 90 days after the effective date of the Qualified PublicOffering, promptly furnish to the Shareholders, upon request (i) a written statement bythe Company that it has complied with the reporting requirements of all ApplicableSecurities Laws at any time after it has become subject to such reporting requirementsor, at any time after so qualified, that it qualifies as a registrant whose securitiesmay be resold pursuant to Form F-3 (or any form comparable thereto under ApplicableSecurities Laws of any jurisdiction where the Company’s securities are listed), (ii) acopy of the most recent annual or quarterly report of the Company and such otherreports and documents as may be filed by the Company with the Commission, and (iii)such other information as may be reasonably requested in availing any Holder of anyrule or regulation of the Commission, that permits the selling of any such securitieswithout Registration or pursuant to such form.**18** **DURATION AND TERMINATION**18.1 This Agreement shall take effect from Completion Date and shall continue without limit intime until terminated by (i) an underwritten public offering of the Company or (ii) a merger,amalgamation or consolidation of the Company (in which the shareholders of the Companyimmediately prior to such event hold, immediately after, Shares representing less than amajority of the voting power of the outstanding Shares of the surviving entity) or the sale ofall or substantially all of the Company’s assets or (iii) liquidation, dissolution or windingup of the Company or (iv) the unanimous agreement of all the parties hereto in writing,whichever is earlier.18.2 If any Shareholder sells all of its Shares in accordance with the provisions of thisAgreement then subject to clause 18.3, it shall be released from all of its obligationshereunder save for its obligations under clauses 19.1 and 23 and 24.1. If, following any suchtransfer, there is more than one Shareholder bound by the provisions of this Agreement, thenthis Agreement shall continue in full force and effect as between the continuing Shareholders.18.3 The termination of this Agreement howsoever caused and the ceasing by any Shareholder to holdany Shares shall be without prejudice to any obligations or rights of any of the partieshereto which have accrued prior to such termination and shall not affect any provision of thisAgreement which is expressly or by implication provided to come into effect on or to continuein effect after such termination.18.4 The information rights as set out in clause 12.1 shall terminate upon the Company’s firstunderwritten public offering or the date the Company becomes subject to the periodic reportingrequirements of the relevant exchange regulations.**19.** **NON-COMPETITION AND OTHER RESTRICTIONS**
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19.1 None of the Shareholders shall, at any time whilst it is beneficially interested in anyShares of the Company or for a period of one (1) year from the date on which such Shareholderceases to be beneficially interested in the Shares, do or permit to be done any of thefollowing without the prior written consent of the other Shareholder(s): (a) either solely or jointly with or on behalf of any person directly orindirectly carry on or be engaged or interested in or assist any person in carrying onany business competing with the Business;  (b) solicit or assist any person in soliciting the custom of any person who is orhas been at any time during the term of this Agreement, a customer of the Company, forthe purpose of offering to such customer, goods or services similar to or competingwith those of the Business;  (c) solicit or entice away or endeavour to solicit or entice away or assist anyperson to solicit or entice away or endeavour to solicit or entice away any Directoror employee of the Company or of any subsidiary of the Company, but without prejudiceto the right of such Shareholder to terminate arrangements under which any of itsstaff are seconded to the Company; or  (d) cause or permit any person directly or indirectly under its control to do anyof the foregoing acts or things.Provided that nothing herein shall preclude or restrict either Shareholder(s) or theirrespective subsidiaries from: (i) carrying on any activity carried on during the period of twelve (12) monthsimmediately preceding the date of this Agreement; or  (ii) offering any service or goods similar to those previously supplied as part ofthe Business but subsequently discontinued and not supplied by the Company at the timewhen such similar service or goods are offered.19.2 Nothing in this clause 19 shall preclude or restrict IIPL, Global Star, GigaMedia andSoftbank from either solely or jointly with any person directly or indirectly be engaged orinterested in any business competing with the Business by reason of its participation, whethervia an equity stake or otherwise, in such business provided that: (i) the relevant party has declared its interests in the competing business;  (ii) the relevant party signs a confidentiality undertaking in favour of the Companynot to disclose any confidential or proprietary information of the Company to theparties involved in the competing business; and  (iii) the relevant party and the director appointed by such relevant party abstainsfrom voting on resolutions and participating in discussions of the Company which may: (a) provide the competing business the relevant party is engaged orinterested in with a competitive advantage; or  (b) cause the Company to compete with the competing business therelevant party is engaged or interested in.
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19.3 MCIL shall procure an undertaking from each Founder and member of the Management that itshall not, for a period of one year following the termination of the employment or services ofsuch Founder or member of the Management: (a) either solely or jointly with or on behalf of any person directly or indirectlycarry on or be engaged or interested in or assist any person in carrying on anybusiness competing with the Business;  (b) solicit or assist any person in soliciting the custom of any person who is orhas been at any time during the term of this Agreement, a customer of the Company, forthe purpose of offering to such customer, goods or services similar to or competingwith those of the Business;  (c) solicit or entice away or endeavour to solicit or entice away or assist anyperson to solicit or entice away or endeavour to solicit or entice away any Director oremployee of the Company or of any subsidiary of the Company; or  (d) cause or permit any person directly or indirectly under its control to do anyof the foregoing acts or things.19.4 Each undertaking contained in clause 19.1 shall be read and construed independently of theother covenants therein contained so that if one or more should be held to be invalid as anunreasonable restraint of trade or for any other reason whatsoever, then the remainingcovenants shall be valid to the extent that they are not held to be so invalid.19.5 While the covenants in clause 19.1 are considered by the parties to be reasonable in all thecircumstances, if one or more should be held invalid as an unreasonable restraint of trade orfor any other reason whatsoever, but would have been held valid if part of the wording thereofhad been deleted or the period thereof reduced or the range of activities or area dealt withthereby reduced in scope, the said covenants shall apply with such modifications as may benecessary to make them valid and effective.19.6 MCIL shall procure that an undertaking from each Founder and member of the Management that itshall not, within a period of (a) three years or (b) one year after the listing of the Shareson a recognised stock exchange, whichever is earlier, directly or indirectly: (1) offer, sell,transfer, give or otherwise dispose of, (2) grant an option, right or warrant to purchase inrespect of, (3) charge, mortgage, pledge or otherwise encumber or (4) enter into any swap orother arrangement that transfers to another, in whole or in part, any of the legal, beneficialor economic consequences of ownership of, all or any of the Shares held, whether directly orindirectly, by such Founder or member of the Management or any interest therein, or (5) enterinto any agreement with a view to effecting any of the foregoing.**20.** **REPRESENTATIONS AND WARRANTIES**20.1 Each of the parties acknowledges that it has entered into this Agreement in full reliance onthe representations made by each of the other parties in the following terms and each partynow warrants to each of the other parties: (a) it is a duly established legal entity of good standing in its country ofincorporation and has the power and authority to enter into, exercise its rights andperform and comply with its obligations under this Agreement;  (b) all actions, conditions and things required to be taken, fulfilled or done(including the obtaining of any necessary consents and permits) in order (i) to enableit
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lawfully to enter into, exercise its rights and perform and comply with itsobligations under this Agreement; and (ii) to ensure that those obligations thatare valid, legally binding and enforceable have been taken, fulfilled or done; (c) no order has been made or petition presented for its bankruptcy/insolvency;  (d) no composition in satisfaction of its debts, or scheme of arrangement of itsaffairs, or compromise or arrangement between it and its creditors and/or members ofany class of its creditors and/or members, has been proposed, sanctioned or approved;  (e) no distress, distraint, charging order, garnishee order, execution or otherprocess has been levied or applied for in respect of the whole or any part of any ofits property, assets and/or undertaking; and  (f) its obligations under this Agreement are valid, binding and enforceable.**21.** **FORCE MAJEURE**21.1 If either party hereto is temporarily rendered unable, wholly or in part, by Force Majeure(as defined below) to perform its duties or accept performance by the other party under thisAgreement, it is agreed that the affected party shall within fourteen (14) days of theoccurrence of the Force Majeure give written notice to the other party, setting out fullparticulars of such Force Majeure. The duties of the party affected by such Force Majeureshall, with the approval of the other party, be suspended during the continuance of thedisability so caused, but for no longer period, and such cause shall as far as possible beremoved with all reasonable despatch. None of the parties hereto shall be responsible fordelay caused by Force Majeure. No claim for damage or any other remedy shall arise out of anybreach of, or any failure or delay to perform any of the obligations arising under thisAgreement, if such breach, delay or failure is caused by a Force Majeure event.21.2 For the purpose of this clause 21, “**Force Majeure**” shall mean act of God, restraint ofgovernment (including compliance by any party with any law, regulation, order or other ruleshaving force of law or intervention or action by any state or federal authority) or by anyperson representing any such authority, strikes, lockouts, industrial disturbances,explosions, fires, floods, earthquakes, storms, lightning and any other causes similar to thekind herein enumerated which are beyond the control of either party and which by the exerciseof due care and diligence, neither party is able to overcome.**22.** **ARTICLES OF ASSOCIATION**In the event of any conflict between the provisions of this Agreement and the Articles,this Agreement shall prevail and the parties shall wherever necessary procure the Articlesto be amended to reflect the provisions of this Agreement.**23.** **CONFIDENTIALITY**23.1 No party shall divulge or communicate to any person (other than those whose province it is toknow the same or with proper authority) or use or exploit for any purpose whatsoever, any ofthe trade secrets or confidential knowledge or information of the Company or any of the otherparties which the first-mentioned party may receive or obtain as a result of entering intothis Agreement, and each party shall use its reasonable endeavours to prevent its employees oragents if any from so doing. This restriction shall continue to apply without
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limit in point in time, but shall cease to apply to information or knowledge which mayproperly come into the public domain through no fault of the relevant party.23.2 For the avoidance of doubt, the terms and conditions of the transaction as set forth in thesubscription agreements entered into between each of the Shareholders and the Company shall beconsidered confidential information and shall not be disclosed by any party hereto to anythird party except in accordance with clause 23.3.23.3 Notwithstanding the foregoing, any party may disclose: (a) the financing terms of their investment in the Company to its current or bonafide prospective, investors, partners, limited partners, shareholders, employees,investment bankers, lenders, accountants and attorneys;  (b) such information that may be required to be disclosed pursuant to anycompetent governmental or statutory authority or pursuant to statute, rules orregulations of any relevant regulatory body; and  (c) any information which is required to be disclosed pursuant to any legalprocess used by any court or tribunal in Singapore or elsewhere.Any party disclosing information pursuant to this clause 23.3 shall exercise reasonableefforts to obtain reliable assurance that such information disclosed shall be keptconfidential.23.4 Notwithstanding the foregoing, in the event that IIPL is requested by any entity or personassociated with the Singapore Government in connection with such entity or person’sassociation with the Singapore Government to disclose the financing terms or any otherinformation relating to the issuance and purchase of Class A Shares to any entity or personsassociated with the Singapore Government, IIPL shall not be required to seek a protectiveorder, confidential treatment or other remedy with respect to such disclosure, and IIPL shallnot be required to provide notice to the parties prior to such disclosure.23.5 Without limiting the generality of other provisions in clause 23, in the event that any partyis requested by regulatory authorities or becomes legally compelled (including, withoutlimitation, pursuant to the relevant securities laws and regulations) to disclose theexistence of this Agreement and other relevant agreements, any of the exhibits and schedulesattached to such agreements, or any of the financing terms hereof and thereof in contraventionof the provisions of clause 23, such party (the “**Disclosing Party**”) shall, where applicable,provide the other parties (the “**Non-Disclosing Parties**”) with prompt written notice of thatfact. In such event, the Disclosing Party shall furnish only that portion of the informationwhich is legally required to be disclosed and shall exercise reasonable efforts to keepconfidential such information to the extent reasonably requested by any Non-Disclosing Party.**24.** **CONTINUING EFFECTS OF THIS AGREEMENT**24.1 This Agreement shall be binding on and shall enure for the benefit of each Shareholder’ssuccessors and assigns.24.2 Except for assignments and transfers to affiliates or otherwise set forth in this Agreement,no Shareholder may assign or transfer any of its rights or obligations under this Agreementwithout the prior written consent of the other Shareholders.
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**25.** **COUNTERPARTIES**This Agreement may be signed in any number of counterparts and by the parties on separatecounterparts, each of which when duly executed shall be an original but all thecounterparts shall together constitute one and the same document.**26.** **NOTICES**26.1 Any notice, demand or other communication required or permitted to be given or given inconnection with this Agreement shall be made in writing and may be: (a) delivered by hand;  (b) sent by registered post;  (c) transmitted by facsimile; or  (d) transmitted by telex;at the address, facsimile or telex numbers and marked for the attention of the person(s)(if any) set out in the execution pages of this Agreement or to such other address,facsimile or telex numbers or person(s) as any party hereto may have notified to the otherparties hereto in writing at least seven (7) Business Days in advance of such change:26.2 Each notice, demand or other communication under this Agreement shall be deemed to bereceived by the recipient and duly served: (a) if delivered by hand, at the time of delivery;  (b) if sent by post, seven (7) days after posting; or  (c) if sent by facsimile or telex, be deemed to have been received upon receiptby the sender of a facsimile transmission report (or other appropriate evidence) thatthe facsimile has been transmitted to the addressee;as the case may be, Provided that if any of the aforesaid dates when the communications aredeemed to be received and duly served fall on a day which is not a Business Day, the dateon which such communications are deemed to be received and duly served shall be on theBusiness Day immediately following upon the said dates.**27.** **MISCELLANEOUS**27.1 Each party shall bear its own costs and expenses incurred in connection with the preparation,negotiation, finalisation and execution of this Agreement.27.2 Unless otherwise provided for in this Agreement, this Agreement and each of the subscriptionagreements entered into between the Shareholders and the Company (where applicable)constitutes the entire complete and exclusive agreement and understanding between the partiesin connection with the conduct of the Business and the operations of the Company andsupersedes all prior representations, arrangements, understandings and agreements thereon. Noparty has relied on any representation, arrangement, understanding or agreement (whetherwritten or oral) not expressly set out or referred to in this Agreement
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or the subscription agreements entered into between each of the Shareholders and theCompany.27.3 Notwithstanding that any provision of this Agreement may prove to be illegal, void, invalidor unenforceable, such provision shall be deemed to be deleted from this Agreement and theremaining provisions of this Agreement shall continue in full force and effect.27.4 Each Shareholder agrees to exercise its voting rights in the Company and to take such othersteps as lie within its power to procure, that the Company shall perform and observe theprovisions of this Agreement.27.5 No purported variation, modification, amendment or cancellation of this Agreement shall beeffective unless made in writing and signed by all Shareholders.27.6 Any waiver of any breach of this Agreement shall not be deemed to apply to any succeedingbreach of the provision or of any other provision of this Agreement. No failure to exerciseand no delay in exercising on the part of any of the parties hereto any right, power orprivilege hereunder shall operate as a waiver thereof nor shall any single or partial exerciseof any right, power or privilege preclude any other or further exercise thereof or theexercise of any other right, power or privilege. The rights and remedies provided in thisAgreement are cumulative and not exclusive of any rights or remedies otherwise provided bylaw.27.7 Nothing in this Agreement shall constitute a partnership or establish a relationship ofprincipal and agent or any other relationship of a similar nature between or among any of theparties.27.8 The parties do not intend that any term of this Agreement shall be enforceable, by virtue ofthe Contract (Rights of Third Parties) Act, Chapter 53B of Singapore by any person who is nota party to this Agreement.27.9 This Agreement is governed by, and shall be construed in accordance with, the laws ofSingapore.27.10 Each party hereto hereby submits to the jurisdiction of the Singapore Courts but thisAgreement may be enforced in any court of competent jurisdiction. Each Shareholder of theCompany irrevocably: (a) submits to the non-exclusive jurisdiction of the courts of Singapore inrelation to any legal action or proceedings arising out of or in connection with thisAgreement;  (b) consents to service of process in any manner permitted by the laws ofSingapore;  (c) waives any objections on the ground of venue or *forum non conveniens*or anysimilar grounds;  (d) consents generally to relief being given against it by way of specificperformance or for the recovery of any property whatsoever and to its property beingsubject to any process for the enforcement of a judgement or any other remedyavailable under the laws of Singapore; and  (e) waives and agrees not to claim any immunity from all forms or execution orattachment to which its property is now or may hereafter become entitled under thelaws of any jurisdiction and declares that such waiver shall be effective to thefullest extent permitted by such laws.
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**IN WITNESS**whereof this Agreement has been entered into the day and year first above written.     Signed by