**SHARE PURCHASE AGREEMENT**This Share Purchase Agreement (this “**Agreement**”) is entered into and made by and between thefollowing parties:**INFOCOMM INVESTMENTS PTE LTD**(Company Registration Number 199608120R), a company incorporatedin Singapore and having its registered office at 6 Temasek Boulevard #29-00 Suntec Tower 4Singapore 038986 (the “**Selling Shareholder**”);**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 (the “**Purchaser**”).**WHEREAS**,(i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “**Company**”)is a private company limited by shares incorporated in Singapore with its registered office at 28Maxwell Road Red Dot Traffic #04-01 Singapore 069120,(ii) The Selling Shareholder owns a total of 3,000,000 Class A Shares, and(iii) The Selling Shareholder wishes to sell to the Purchaser and the Purchaser wishes topurchase from the Selling Shareholder, a total of 3,000,000 Class A Shares (the “**Purchase Shares**”),subject to the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants andagreements set forth herein and for other good and valuable consideration, the receipt and adequacyof which are hereby acknowledged, the parties hereto hereby agree as follows:**SECTION 1 DEFINITIONS**“**Blizzard**” means Blizzard Entertainment International, a division of Coöperatie ActivisionBlizzard International U.A., a co-operative association at the time of this Instrument.“**Class A Shares**” means the class A shares of the Company, par value US$1.00 per share.“**Lien**” shall mean with respect to any property or asset, any mortgage, lien, pledge, charge,security interest, encumbrance or other adverse claim of any kind in respect of such share,property or asset.
 
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“**US$**” shall mean the lawful currency of the United States of America.**SECTION 2 AGREEMENT TO PURCHASE AND SALE**2.1 Agreement to Purchase and Sale. Subject to the terms and conditions of thisAgreement, the Purchaser shall purchase the Purchase Shares from Selling Shareholder for an amountas set out in Section 2.2 below. The issuance and delivery of the Purchase Shares shall convey goodtitle to the Purchase Shares, free and clear of any and all Liens and with all rights, attached oraccruing to them on and from the Closing;2.2 Purchase Price. The total purchase price to be paid to the SellingShareholder for the Purchase Shares (“**Purchase Price**”) shall be calculated by multiplying thepurchase price per Purchase Share by the number of the Purchase Shares to be sold by the SellingShareholder. The purchase price per Purchase Share shall be US$0.50. The Purchase Price shall beUS$1,500,000.2.3 Payment of the Purchase Price. The Purchase Price shall be paid by thePurchaser at the Closing in cash via wire transfer of immediately available funds into the bankaccount designated by the Selling Shareholder in cash upon receipt of Closing Deliverables.**SECTION 3 CLOSING; DELIVERY**3.1 Closing. The transfer of the Purchase Shares (the “**Closing**”) shall take place atthe offices of the Company, 28 Maxwell Road Red Dot Traffic #04-01 Singapore 069120, on July 1,2010 (the “**Closing Date**”), or at such other place and time as the parties hereto may mutuallyagree. Upon the Closing, all the rights and benefits attached to and in relation to the PurchaseShares (including but not limited to the dividends attributable to the Selling Shareholder inrespect of any and all Purchase Shares if any) shall be transferred from the Selling Shareholder tothe Purchaser.3.2 Delivery at the Closing. At the Closing, the Selling Shareholder shall deliver thefollowing items to the Purchaser:(i) The total Purchase Shares, together with duly issued share certificate(s) of the totalPurchase Shares.(ii) A compliance certificate, dated as of the Closing signed by duly authorizedrepresentative of the Selling Shareholder certifying that all the representations and warrantiesset forth in Section 4 are true, correct and complete, and all the conditions hereunder have beenfulfilled; and;
 
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(iii) All such other documents as may be reasonably required by the Purchaser so as to giveeffect to the provisions of this Agreement and the transactions hereby contemplated.At the Closing, the Purchaser shall pay the Purchase Payment to the Selling Shareholderagainst receipt of the deliverable under items (i), (ii) and (iii)of Section 3.2 hereof. On thedate of receipt of the Purchase Payment, the Selling Shareholder shall issue a written receiptacknowledging such receipt to the Purchaser.**SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER**The Selling Shareholder hereby represents and warrants to the Purchaser that the statements inthis Section 4 are all true, correct and complete as of the date hereof, as of the Closing Date:4.1 Valid Issuance of Purchase Shares. The Purchase Shares have been duly authorizedand validly issued and are fully paid and non-assessable, and free and clear of any and alloutstanding liens, security interests, adverse claims, charges or encumbrances (collectively“**Liens**”). The Selling Shareholder is the true and lawful owner of the Purchase Shares with and thefull and valid title to any and all Purchase Shares.4.2 Due Authorization. All corporate actions by the Selling Shareholder and, asapplicable, their respective officers, directors and shareholders necessary for the authorization,execution and delivery of, and the performance of any and all obligations of the SellingShareholder under this Agreement and all other agreements, instruments and documents executed anddelivered in connection with the transactions contemplated hereby (the “**Ancillary Agreements**”), hasbeen taken or will be taken prior to the Closing. This Agreement and the Ancillary Agreements,when executed and delivered by the Selling Shareholder, are valid and legally binding obligationsof the Selling Shareholder, subject, as to enforcement of remedies, to applicable bankruptcy,insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally andto general equitable principles.4.3 No Conflicts. The execution and delivery of this Agreement and any and allAncillary Agreements by the Selling Shareholder and the performance of their respective obligationshereunder and thereunder will not result in (i) any conflict with the memorandum andarticles of association of the Selling Shareholder, (ii) any breach or violation of,conflict with or default under any law, statute, regulation, judgment, order, decree, license,permit or other governmental authorization or any mortgage, lease, agreement, deed of trust,indenture or any other agreements or instrument to which the Selling Shareholder is a party or bywhich the Selling Shareholder or its respective properties or assets are bound, or (iii)the creation or imposition of any Liens against the Company.4.4 Disclosure. The Selling Shareholder has provided the Purchaser with allinformation needed for the Purchaser to decide whether to purchase the Purchase
 
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Shares. There has been no omission of any material facts or misrepresentation of anystatement herein.4.5 Governmental Consents. All consent, approval or authorization of, or registrationor filling with, any governmental agency or authority required for the execution and delivery bythe Selling Shareholder of this Agreement and the Ancillary Agreements have been obtained prior tothe Closing.**SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER**The Purchaser hereby represents and warrants to the Selling Shareholder that the statements inthis Section 5 are all true, correct and complete as of the date hereof and as of the Closing Date:5.1 Authorization. All corporate actions by the Purchaser and, as applicable, itsofficers, directors and shareholders necessary for the authorization, execution and delivery of,and the performance of any and all of its obligations under this Agreement and the AncillaryAgreements has been taken or will be taken prior to the Closing. This Agreement and the AncillaryAgreements, when executed and delivered by the Purchaser, constitute valid and legally bindingobligations of the Purchaser, subject, as to enforcement of remedies, to applicable bankruptcy,insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally andto general equitable principles.5.2 No Conflicts; Consents and Approvals, etc. The execution and delivery of thisAgreement by the Purchaser and the performance of its obligations hereunder will not result in(i) any conflict with the certificate of incorporation, by-laws or other constitutivedocuments of the Purchaser, or (ii) any breach or violation of, conflict with or defaultunder any applicable law, statute, regulation, judgment, order, decree, license, permit or othergovernmental authorization.**SECTION 6 CONDITIONS TO CLOSING BY PURCHASER**The obligations of the Purchaser to complete the Closing are subject to the fulfillment on orprior to the Closing Date of the following conditions by the Selling Shareholder, any one or moreof which may be waived by the Purchaser in writing:6.1 Representations and Warranties True and Correct. Any and all the representationsand warranties made by the Selling Shareholder in Section 4 hereof shall be true and correct andcomplete when made, and shall be true and correct and complete as of the Closing Date.6.2 Performance of Obligations. The Selling Shareholder shall have performed andcomplied with all agreements, obligations and conditions contained in this Agreement that arerequired to be performed or complied with by it on or before the Closing.
 
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6.3 Selling Shareholder’s Deliverables. The Selling Shareholder shall have deliveredto the Purchaser the deliverables specified in Section 3.2 prior to or on the Closing Date.6.4 Voting Rights. The Selling Shareholder hereby undertakes to the Purchaser, duringthe period between the execution date of this Agreement and the Closing Date, to exercise or directthe exercise of the voting and other rights attached to any and all Purchase Shares as instructedby the Purchaser for any matters in connection with the restructuring of the Company related to orin support of the Company’s transactions with Blizzard, whether pursuant to a right of theshareholder of the Company under the Shareholders’ Agreement or under the Articles.**SECTION 7 CONFIDENTIALITY**7.1 Confidential Information. For purpose of this Section 7, the term “ConfidentialInformation” shall mean the execution, delivery and performance of this Agreement and any and allinformation delivered by a party hereto to any of the other party hereto in connection with thetransactions contemplated hereby.7.2 Non-Disclosure.(i) Without the prior written consent of the disclosing party, any party receiving theConfidential Information (a) may not use or disclose to any person any Confidential Information;and (b) shall make every effort to prevent the use or disclosure of Confidential Information. Thesaid provisions do not apply to (a) disclosure of Confidential Information to a director oremployee of the receiving party whose function requires him to have the Confidential Information,(b) disclosure of Confidential Information to a professional adviser for the purpose of advisingthe Purchaser, or the Selling Shareholder, (c) Confidential Information which has become publicknowledge other than, directly or indirectly, through the receiving party’s breach of this Section7.2, or (d) disclosure of Confidential Information required by law or regulation or any competentauthorities, or NASDAQ listing contract, (and then if and to the extent practicable only afterconsulting and taking into account the reasonable requirements of the Purchaser, or the SellingShareholder, where applicable); provided, however, that in the above situations (a) and (b) thepersons receiving the Confidential Information have undertaken the confidentiality obligationsherein.(ii) Without the prior written consents of the Purchaser and the Company, the SellingShareholder may not disclose to any third party any confidential information about the Company thatit has received.**SECTION 8 MISCELLANEOUS**8.1 Binding Effect; Assignment. This Agreement shall be binding upon and shall beenforceable by each party, its successors and permitted assigns. No
 
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party may assign any of its rights or obligations hereunder without the prior written consentof the other parties.8.2 Governing Law. This Agreement shall be governed by, and construed in accordancewith, the laws of the Singapore without giving effect to the conflict of law rules thereof to theextent such rules would require or permit the application of the laws of another jurisdiction.8.3 Dispute Resolution. Any dispute relating to or arising from the performance ofthis Agreement shall be settled through consultations among the Parties, and if the parties heretocannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, suchdisputes shall be submitted to the Singapore International Arbitration Center for arbitration inaccordance with the Arbitration Rules of the Singapore International Arbitration Center (“**SIACRules**”) in force at the time the arbitration is referred.8.4 Costs and Expenses. Each of the parties hereto shall pay all its own costs andexpenses incident to its negotiation and entry into this Agreement and any other related agreementsor instruments contemplated hereunder or thereunder and to its performance of and compliance withall agreements and conditions contained herein or therein on its part to be performed or compliedwith, including the fees, expenses and disbursements of any counsel and/or accountants that it mayhave retained.8.5 Notices. All notices, requests, demands, waivers and other communicationsrequired or permitted to be given under this Agreement shall be in writing and delivered in person,by courier or by facsimile (along with a copy by certified or registered mail) to the followingaddresses: (i) If to the Selling Shareholder, to:       INFOCOMM INVESTMENTS PTE LTD       Address: Temasek Boulevard, #14-00, Suntec City Tower 3,