**TABLE OF CONTENTS**     **CLAUSE HEADING** **PAGE NO**      **1. INTERPRETATION**  **2**      **2. THE SUBSCRIPTION**  **5**      **3. CONDITIONS**  **6**      **4. USE OF PROCEEDS**  **7**      **5. COMPLETION**  **7**      **6. WARRANTIES AND UNDERTAKINGS BY THE COMPANY**  **8**      **7. WARRANTIES AND UNDERTAKINGS BY THE SUBSCRIBER TO THE COMPANY**  **10**      **8. TERMINATION**  **12**      **9. INDEMNITIES**  **12**      **10. COSTS AND EXPENSES**  **12**      **11. CONFIDENTIALITY AND NON-DISCLOSURE**  **13**      **12. GENERAL PROVISIONS**  **13**      **13. NOTICES**  **14**      **14. TIME OF ESSENCE**  **15**      **15. SEVERABILITY**  **15**      **16. GOVERNING LAW AND JURISDICTION**  **15**      **17. COUNTERPARTS**  **15**      **18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT**  **15** 
 
 

 
**THIS AGREEMENT**is made on the 30th day of April, 2010**BETWEEN:**(1) **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“**Subscriber**”);and(2) **INFOCOMM ASIA HOLDINGS PTE. LTD.**(Company Registration Number 200414772H), a companyincorporated in Singapore and having its registered office at 28 Maxwell Road, #04-01 Red DotTraffic, 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 is a private company limited by shares incorporated in Singapore under theCompanies Act and as at the date of this Agreement, has an issued share capital as follows:           **Type of Shares**  **Number of Ordinary Shares** **Name of Shareholder** **held**  **on a Converted Basis** Management Capital International Limited Ordinary Shares  250,000 Management Capital International Limited Class A Shares  200,000 Infocomm Investments Pte Ltd Class A Shares  300,000 China Interactive Limited Class A Shares  300,000 GigaMedia Asia Pacific Limited Class B Shares  500,000 Bohdi China and India Investments LLC Class B Shares  208,881 **Total number of Shares**      **1,758,881** (B) Management Capital International Ltd is 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**”);(C) Infocomm Investments Pte Ltd (Company Registration Number 199608120R) is a companyincorporated in Singapore and having its registered office at 6 Temasek Boulevard, #29-00Suntec Tower 4, Singapore 038986 (“**IIPL**”);(D) China Interactive Limited (registered number UF36488Z) is a limited liability companyincorporated under the laws of the Marshall Islands, whose registered office is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (“**CIL**”);(E) 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**”);
 
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(F) This Agreement sets forth the complete and entire agreement between the Parties andsupercedes and replaces any prior subscription agreements entered into among the Parties,whether oral or in writing;(G) The Company is a business operating and distributing online games by way of securing theexclusive distribution rights for online internet games or mobile games for distribution inthe South East Asia region and to make strategic investments in operating hubs; and(H) The Subscriber proposes to subscribe for 10,000,000 Class B Shares at the Issue Price on theterms and subject to the conditions set out in this Agreement (the “**Subscription Shares**”).**IT IS AGREED**as follows:-**1.** **INTERPRETATION**1.1 In this Agreement, unless the context otherwise requires:-“**Affiliate**” means, in relation to a first person, a second person who Controls, isControlled by or under common Control with, the first person;“**Articles**” means the Articles of Association of the Company as may be further amended fromtime to time;“**Blizzard**” means Blizzard Entertainment International, a division of Coöperatie ActivisionBlizzard International U.A., a co-operative association, with its corporate seat inAmsterdam and office address at Beechavenue 131 D, 1119 RB Schiphol-Rijk, The Netherlands,registered with the Trade Register under number 34324431;“**Blizzard Warrants**” means the warrants issued by the Company pursuant to the BlizzardWarrants Issue;“**Blizzard Warrants Issue**” means the proposed issuance of warrants to Blizzard, which shallupon exercise entitle Blizzard to subscribe for a substantial number of shares in theCompany, the number of which has not been determined as at the date of this Agreement;“**Board of Directors**” means board of Directors of the Company which shall be electedaccording to the Shareholders’ Agreement;“**Business Day**” means any day in Singapore (other than Saturdays and Sundays) on whichlicensed banks are open for business in Singapore;“**Class A Shares**” means such number of redeemable, convertible, participating, preference shares in the capital of the Company, each bearing the terms and conditions as set out inthe Articles;“**Class B Shares**” means such number of redeemable, convertible, participating, preference shares in the capital of the Company, each bearing the terms and conditions as set out inthe
 
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Articles;“**Companies Act**” means the Companies Act, Chapter 50 of the Statutes of the Republic ofSingapore;“**Completion**” means the completion of the subscription of the Subscription Shares inaccordance with Clause 5;“**Completion Date**” means the date falling three (3) Business Days after all the conditionsset out in Clause 3 are satisfied or otherwise waived in writing by the relevant partieshereto;“**Control**” means: (a) the power (whether directly or indirectly and whether by the ownership of sharecapital, the possession of voting power, contract or otherwise) to appoint and/orremove all or such of the members of the board or other governing body of a person asare able to cast a majority of the votes capable of being cast by the members of thatboard or body on all, or substantially all, matters, or otherwise to control or havethe power to control the policies and affairs of that person; and/or (b) the holding and/or possession of the beneficial interest in and/or the abilityto exercise the voting rights applicable to shares or other securities in any person(whether directly or by means of holding such interests in one or more other persons)which confer in aggregate on the holders thereof more than fifty per cent (50%) of thetotal voting rights exercisable at general meetings of that person,and to “**Control**” or to be “**Controlled**” shall be construed accordingly;“**Convertible Loan**” means the convertible loan made by The9 Limited (the ultimate beneficialof Global Star International Development Limited) to the Company in the aggregate principalamount of US$1,000,000 pursuant to the Convertible Loan Agreement;“**Convertible Loan Agreement**” means the convertible loan agreement dated as of April 3, 2009by and between The9 Limited as lender and the Company as borrower;“**Directors**” means the directors of the Company for the time being;“**Directors’ Undertaking**” means the directors’ undertaking to be entered into by both RichardChua Choon Kiat and Roland Ong Toon Wah;“**Encumbrances**” means any form of legal, equitable or security interests, including but notlimited to any mortgage, charge (whether fixed or floating), pledge, lien (including,without limitation any unpaid vendor’s lien or similar lien), assignment of rights andreceivables, debenture, hypothecation, title retention or conditional sale agreement, lease,hire or hire purchase agreement, restriction as to transfer, use or possession, easement,subordination to any right of any other person, and any other encumbrance or securityinterest whatsoever;“**Employment Agreement**” means the employment agreement to be entered into by and between theCompany and each of Richard Chua Choon Kiat and Roland Ong Toon Wah;
 
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“**Group**” means the Company and its subsidiaries;“**IIPL Share Purchase Agreement**” means the share purchase agreement to be entered into by andbetween IIPL and the Subscriber under which the Subscriber purchases from IIPL, a total of300,000 Class A Shares;“**Investment Committee**” means the committee that shall be appointed by the Board of Directorsaccording to the Shareholders’ Agreement;“**Issue Price**” means US$1.00 for each Issued Share;“**Legacy/WoW Box Licence and Distribution Agreement**” means the licence and distributionagreement to be entered into between Blizzard, the Company and Monsoon, under which Blizzardlicenses the Monsoon to market and distribute certain game products titled, *inter alia*,“World of Warcraft”, “Warcraft 3”, “Diablo 2” and “Starcraft”, as supplemented, varied,amended or replaced from time to time;“**Licence and Distribution Agreements**” means the SC2 Box and Subscription Licence andDistribution Agreement and the Legacy/WoW Box Licence and Distribution Agreement;  “**Licence Term**” means the date on which both of the Licence and Distribution Agreements havebeen terminated or have expired, provided that if Blizzard or any of its Affiliatesenters into any other licence agreements with Monsoon or the Company or any of theirAffiliates, then the Licence Term shall be deemed to be extended to the extent of anysuch extension or new licence agreement term;  “**Preference Shareholder**” means collectively, the holders of Class A Shares and the holdersof Class B Shares, and “**Preference Shareholder**” refers to any of them;  “**Monsoon**” means Monsoon Online Pte. Ltd., a wholly-owned subsidiary of the Company,incorporated under the laws of Singapore, which will carry on the business ofdistributing videogame software and operating online videogames and related services;“**Ordinary Shares**” means the ordinary shares in the capital of the Company;“**Record Date**” means in relation to any dividend, right, allotment or other distributions,the date as at the close of business, on which members of the Company must be registered inorder to participate in such dividend, right, allotment or other distributions;  “**SC2 Box and Subscription Licence and Distribution Agreement**” means the licence anddistribution agreement dated on or around the date of this Instrument among Blizzard,the Company and Monsoon, under which Blizzard licenses the Monsoon to market anddistribute certain game products titled “Starcraft II”, as supplemented, varied,amended or replaced from time to time;“**Share Charge**” shall have the meaning as set forth in Directors’ Undertaking;  “**Shareholders**” means the existing shareholders of the Company immediately prior to
 
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  Completion;“**Shareholders’ Agreement**” means the restated shareholders agreement to be entered intobetween, *inter alia*, the Subscriber, MCIL, CIL, GigaMedia, Raffles and the Company toregulate the affairs of the Company and the relationship of the Shareholders of the Company;“**Share Purchase and Loan Transfer Agreement**” means the share purchase and loan transferagreement dated as of November 6, 2009 entered into by and among Global Star InternationalDevelopment Limited, MICL and the Company whereby MICL acquires all rights, interests andentitlements of Global Star International Development Limited in respect of the ConvertibleLoan and Global Star International Development Limited sells and assigns absolutely itsinterests therein in favour of MICL;“**Shares**” means the Class A Shares, the Class B Shares and the Ordinary Shares;“**South East Asia Region**” includes Singapore, Malaysia, Indonesia, Philippines, Thailand,Vietnam and other territories as agreed by the Parties from time to time;“**Subscription Shares**” means such number of Class B Shares to be allotted by the Company tothe Subscriber which forms the subject of the subscription under the terms and conditionsset out in this Agreement, and “**Subscription Share**” means each of the Subscription Shares;“**Softbank Share Purchase Agreement**” means the share purchase agreement to be entered into byand between Softbank and the Subscriber under which the Subscriber purchases from Softbank,a total of 208,881 Class B Shares; and“**US$**” means the lawful currency of the United States of America.1.2 The headings in this Agreement are inserted for convenience only and shall be ignored inconstruing this Agreement. Unless the context otherwise requires, words (including wordsdefined herein) denoting the singular number only shall include the plural and vice versa. Thewords “**written**” and “**in writing**” include any means of visible reproduction. References to the“**Appendix**”, “**Clauses**” and “**Recitals**” are to be construed as references to the appendix, toClauses and recitals of this Agreement. Any reference to a sub-Clause or a paragraph is to asub-Clause or paragraph of the Clause in which such reference appears.1.3 Any reference to a time of the day is to be construed as Singapore time unless otherwisestated.**2.** **THE SUBSCRIPTION**2.1 On the terms and subject to the conditions of this Agreement, the Company agrees to allot andissue an aggregate of 10,000,000 Subscription Shares, and the Subscriber agrees to subscribeand pay for the Subscription Shares at the Issue Price, for an aggregate consideration ofUS$10,000,000.00 (the “**Issue consideration**”).2.2 Subject to full payment by the Subscriber in accordance with Clause 5.1(a), the SubscriptionShares shall be allotted and issued by the Company to the Subscriber in accordance with
 
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  Clause5.1(b) free from all claims, charges, liens and other Encumbrances whatsoever,except that they will not rank for any dividend, right, allotment or other distributions,the Record Date for which falls before the issue of such Subscription Shares.**3.** **CONDITIONS**3.1 Completion of the subscription of the Subscription Shares under this Agreement is conditionalupon: (a) the License and Distribution Agreements having been validly executed and beingin full force and effect as at the Completion Date; (b) the approval of the Shareholders having been obtained for (i) the amendment ofthe Articles to provide for the rights set out in the Shareholders Agreement and (ii)the allotment and issue of the Subscription Shares to the Subscriber; (c) the approval of the Board of Directors of the Company having been obtained forthe allotment and issue of the Subscription Shares to the Subscriber; (d) the completion of all relevant legal documentation and the receipt of allnecessary governmental shareholders’ and regulatory approval for the issuance of theSubscription Shares; (e) the issue and subscription of the Subscription Shares not being prohibited byany statute, order, rule or regulation by any legislative, executive or regulatory bodyor authority of Singapore which is applicable to the Company; (f) there having been, as at the Completion Date, no occurrence of any event northe existence of any fact rendering untrue or incorrect in any respect any of thewarranties contained in Clauses 6 and/or 7 of this Agreement if they were repeated onand as of the Completion Date; (g) the Subscriber having obtained all necessary external and internal consents andapprovals for the transaction, including but not limited to (i) the approval of itsboard of directors and investment committee, (ii) the internal approval of eachco-investor and (iii) all other relevant shareholders’, regulatory and governmentalapprovals, where necessary; (h) the Shareholders Agreement being validly amended and restated by the executionof an amendment and restatement agreement and a restated shareholders agreement, in aform acceptable to the Parties; (i) the right of MICL to convert all of the unpaid principal and interest thenoutstanding of the Convertible Loan under the Convertible Loan Agreement and the SharePurchase and Loan Transfer Agreement shall be terminated; (j) the due execution and delivery of Directors’ Undertakings, EmploymentAgreements and Share Charges by Richard Chua Choon Kiat and Roland Ong Toon Wah; (k) the Softbank Share Purchase Agreement having been validly executed and being infull
 
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   force and effect as at the Completion Date; and (l) the IIPL Share Purchase Agreement having been validly executed and being infull force and effect as at the Completion Date.3.2 The Subscriber may, and upon such terms as it thinks fit, waive in writing compliance withany of the conditions set forth in Clause 3.1 (save for Clauses 3.1(a), 3.1(c), 3.1(d), and3.1(e)) and any condition so waived shall be deemed to have been satisfied.3.3 If any of the conditions set forth in Clause 3.1 are not satisfied by the date falling 60days after the date of this Agreement (or such later date as extended by agreement between theParties) (the “**Long-Stop Date**”), then the provisions of this Agreement shall (other than thisClause 3.3, Clause 9 (*Indemnities*), Clause 10 (*Costs and Expenses*), Clause 11 (*Confidentialityand Non-Disclosure*), Clause 12 (*General Provisions*), Clause 13 (*Notices*), Clause 16 (*GoverningLaw and Jurisdiction*) and Clause 18 (*Contracts (Rights of Third Parties) Act*) from such date*ipso facto*cease and determine and none of the Parties shall have any claim against the otherfor costs, damages, compensation or otherwise save in respect of any antecedent breach of thisAgreement.**4.** **USE OF PROCEEDS**4.1 The Parties agree that the proceeds from the issue of Subscription Shares shall be used forthe following purposes: (a) funding the launch, distribution and marketing of Blizzard’s game relatedproducts (namely StarCraft II on Battle.Net v2 or its equivalent) and other Blizzardlegacy suite products in the South East Asia Region; (b) working capital and general operating expenses of the Company as approved bythe Board of Directors;  (c) repayment of all loans provided by Roland Ong or CIL or MCIL to IAH; and  (d) any other investments approved by the Investment Committee.**5.** **COMPLETION**5.1 Subject to the terms and conditions of this Agreement, Completion shall take place on theCompletion Date, after the last of the conditions precedent set out in Clause 3.1 aresatisfied or waived, at the office of the Company (or at such other place as may be agreedbetween the Parties) where all (and not some only) of the following shall take place: (a) The Subscriber shall make a payment of the Issue Consideration to the Companyby bank transfer or telegraphic transfer to the account of the Company, the details ofwhich are set out below:     Beneficiary Bank: Citibank Singapore Limited
 
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     Swift Code: CITISGSGAddress: 23 Church Street #02-01 Capital Square, Singapore 049481Bank code: 7214 Branch code: 011 Bank account number: 0-437486-034  (b) the Company shall, against payment by the Subscriber of the amount referred toin Clause 5.1(a): (i) allot and issue the Subscription Shares to the Subscriber; (ii) issue new share certificates in respect of the SubscriptionShares in favour of the Subscriber; and (iii) enter the name of the Subscriber as holder of the SubscriptionShares in the register of members of the Company.5.2 If for any reason or if in any other respect the provisions of this Clause 5 are not fullycomplied with by any Party, the Party that is not in default shall be entitled:- (a) to elect to terminate this Agreement as against the Party in default withoutprejudice to any other rights or remedies which the non-defaulting Party may beentitled under this Agreement or under any applicable laws; or (b) to effect Completion so far as practicable having regard to the defaults whichhave occurred without prejudice to any other rights or remedies which thenon-defaulting Party may be entitled under this Agreement or under any applicable laws;or (c) to specifically perform this Agreement without prejudice to any other rights orremedies which the non-defaulting Party may be entitled to under this Agreement and/orany applicable laws; or (d) to fix a new date for Completion (not being more than fourteen (14) days afterthe date set by Clause 5.1), in which case the foregoing provisions of this Clauseshall apply to Completion, as so deferred.**6.** **WARRANTIES AND UNDERTAKINGS BY THE COMPANY**6.1 The Company agrees and undertakes to the Subscriber that: (a) it shall comply with or procure that its Directors comply with all relevantstatutory and regulatory requirements pertaining to the allotment and issue of theSubscription Shares; (b) save for the Blizzard Warrants Issue, it will not, prior to Completion withoutthe prior written consent of the Subscriber undertake any capital reduction, bonusissue, stock split or do anything to its share capital or reserve or allot any sharesor enter into any
 
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   agreement or undertaking to do the same (otherwise than in accordancewith this Agreement); (c) it shall grant the Subscriber the right to nominate: (i) one director for appointment to the Board of Directors of theCompany; and (ii) one member of the Investment Committee, subject to the prevailing laws in Singapore and the Articles, including therequirement for retirement by rotation and re-election of such directors and theappointment and removal of such directors as prescribed by law and the Articles; and (d) it shall do all other things and sign or execute such documents as may berequired by law or any agreement to which it is a party in order to complete the issueof the Subscription Shares;6.2 The Company warrants to the Subscriber that: (a) the issue of the Subscription Shares, the execution and delivery, and thecompliance by the Company with the terms of this Agreement: (i) do not and will not conflict with, or result in a breach of anyof the terms or provisions of, or constitute a default under, the Memorandumand Articles of the Company or any existing law or regulation applying to oraffecting the Company; and (ii) do not and will not infringe the terms of, or constitute adefault under or caused to be exceeded any limit imposed by any trust deed,agreement or other instrument or obligation to which the Company or any of itsundertakings, assets, property or revenues are bound; (b) the performance of the obligations to be assumed by the Company hereunder andthe issue of the Subscription Shares and the execution and issue by the Company ofshare certificates for the Subscription Shares have been or will be duly authorised byall necessary corporate actions of the Company on or before the Completion Date; (c) as at Completion Date: (i) it is not or will not be in violation of any applicablestatute, rule, regulation, order or restriction or any instrumentality oragency thereof in respect of the conduct of its business as currently conductedand as proposed to be conducted or the ownership or in respect of the use of orleasehold interest in its properties; (ii) all consents, permits, approvals, orders, authorizations orregistrations, qualifications, designations, declarations or filings by or withany governmental authority and any third party which are required to beobtained or made by it in connection with the consummation of the transactions
 
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   contemplated hereunder has been obtained or made prior to and be effective asof Completion; and (iii) it has and will maintain all franchises, permits, licenses andany similar authority necessary for the conduct of its business as currentlyconducted and as proposed to be conducted and is not in default under any ofsuch franchises, permits, licenses or other similar authority; and (d) as at the Completion Date, save for the Class B Shares and the BlizzardWarrants (if issued), there are no outstanding options, warrants or other rightsconvertible into Shares or any agreements or arrangements to issue options, warrants orother rights convertible into Shares;6.3 Save as disclosed to the Investor in writing prior to the date of this Agreement or ininformation which is publicly available, the Company further warrants to the Investor that: (a) this Agreement constitutes valid, binding and enforceable obligations of theCompany in accordance with its terms and the execution by the Company of this Agreementhas been duly authorised by all necessary corporate actions of the Company; (b) as at Completion Date, to the best knowledge of the Company, no step has beentaken by the Company or the Shareholders nor have any legal proceedings been started orthreatened for the dissolution of the Company or for the appointment of a receiver,judicial manager, trustee or similar officer of the Company; (c) as at Completion Date, it is duly organised, validly existing and in goodstanding under, and by virtue of, the laws of the place of its incorporation orestablishment and has all requisite power and authority to own, lease and use itsproperties and assets and to carry on its business as now conducted and as proposed tobe conducted, and to perform each of its obligations hereunder and under any agreementcontemplated hereunder to which it is a party; and (d) the audited financial statements of the Company for the year ended 31 December2009 (i) have been prepared in accordance with all applicable laws and the SingaporeFinancial Reporting Standards, (ii) where audited, are unqualified by the externalauditors of the Company, and (iii) present a true and fair view, in all materialrespects, of the financial condition, results of operations, shareholders equity andcash flow of the Company and the Group as of, and for the period ended 31 December2009.6.4 Each of the representations, warranties and undertakings above shall be separate andindependent and shall not be limited by anything in this Agreement. The representations,warranties and undertakings given under or pursuant to this Clause 6 shall not in any respectbe extinguished or affected by Completion except by a specific and duly authorised waiver orrelease in writing by all relevant persons.**7.** **WARRANTIES AND UNDERTAKINGS BY THE SUBSCRIBER TO THE COMPANY**
 
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7.1 The Subscriber hereby represents, warrants and undertakes to the Company that: (a) it has taken all necessary action to enable it to enter into this Agreement; (b) its obligations under this Agreement are valid, binding and enforceable inaccordance with its terms and the execution by the Subscriber of this Agreement hasbeen duly authorised by all necessary corporate actions of the Subscriber; (c) it has the capacity to carry out the transactions contemplated herein and thisAgreement constitutes its legal valid and binding obligations enforceable by theCompany in accordance with its terms; (d) its entry into, and/or performance of its obligations under, this Agreement donot and will not: (i) violate any law or regulation binding on or applicable to it; (ii) do not and will not conflict with, or result in a breach of anyof the terms or provisions of, or constitute a default under, its Memorandumand Articles or any existing law or regulation applying to or affecting it; and (iii) do not and will not infringe the terms of, or constitute adefault under or caused to be exceeded any limit imposed by any trust deed,agreement or other instrument or obligation to which it, or any of itsundertakings, assets, property or revenues are bound; (e) it has or will have all the necessary licenses and consents to carry out itsobligations under this Agreement; (f) it is duly organised, validly existing and in good standing under, and byvirtue of, the laws of the place of its incorporation or establishment and has allrequisite power and authority to own, lease and use its properties and assets and tocarry on its business as now conducted, and to perform each of its obligationshereunder and under any agreement contemplated hereunder to which it is a party; (g) it has never given any corporate guarantee in favor of any third party; (h) it shall consent, and agree to waive any anti-dilution and/or pre-emptionrights it may possess under the Shareholders Agreement and Articles of the Company inrelation to the Blizzard Warrants Issue; and (i) during the License Term, it shall consent not to exercise any right to requirethe Company to redeem in cash the Class B Shares, whether pursuant to a right of thePreference Shareholder under the Shareholders’ Agreement or under the Articles of theCompany.7.2 Each of the representations, warranties and undertakings above shall be separate andindependent and shall not be limited by anything in this Agreement. The representations,warranties and undertakings given under or pursuant to Clause 7.1 above shall not in any
 
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  respect be extinguished or affected by Completion except by a specific and duly authorisedwaiver or release in writing by the Company.**8.** **TERMINATION**8.1 If there shall have come to the notice of a Party (the “**Non-Defaulting Party**”) of any breachof the warranties and undertakings contained in Clause 6 and/or Clause 7 by the other Party asthe case may be (the “**Defaulting Party**”) which is not remedied (to the satisfaction of theNon-Defaulting Party) within seven (7) days of the receipt of a written notice by theDefaulting Party from the Non-Defaulting Party notifying of such breach, the Non-DefaultingParty may thereafter at any time prior to Completion Date by notice in writing to theDefaulting Party terminate this Agreement and thereupon no Party shall have any claim againstthe other save as provided for under this Agreement.8.2 Upon such notice referred to in Clause 8.1 being given, this Agreement shall terminateforthwith and the Parties hereto shall be released and discharged of their obligations, butshall be without prejudice to any liability which at the time of termination has alreadyaccrued to the other Party or any liability arising or maturing after such termination as aresult of any breach, omission committed or omitted prior to such termination. Subject to theaforesaid, this Agreement shall be of no further effect and neither Party hereto shall beunder any liability to the other Party in respect of this Agreement.**9.** **INDEMNITIES**Each Party (“**Indemnifying Party**”) hereby irrevocably undertakes to keep the other(“**Indemnified Parties**”) fully and effectively indemnified against all losses, costs,damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever(including but not limited to all legal costs or attorney’s fees on a full indemnity basis)that the Indemnified Parties may incur or suffer in connection with or arising from anymaterial breach of any of the warranties in Clause 6 and/or Clause 7, and/or default by theIndemnifying Party of its obligations under this Agreement. Any liability to the IndemnifiedParties hereunder may in whole or in part be released, compounded or compromised or time orindulgence given by the Indemnified Parties in its absolute discretion without in any wayprejudicing or affecting its rights against the Indemnifying Party. Any release or waiver orcompromises shall be in writing and shall not be deemed to be a release, waiver orcompromise of similar conditions in future.**10.** **COSTS AND EXPENSES**Subject to the terms and conditions of this Agreement, each Party shall bear its own costsand expenses including all related legal costs, fees and expenses (including but not limitedto lawyers, accountants, technical consultants and other professional parties) reasonablyincurred by the Parties in relation to the negotiation, preparation, execution andimplementation of this Agreement and each document referred to therein.
 
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**11.** **CONFIDENTIALITY AND NON-DISCLOSURE**11.1 The terms and conditions of this Agreement as well as any other documents and informationgiven by any Party pursuant to the Subscription and this Agreement (collectively, the“**Subscription Terms**”) (including their existence) shall be considered confidential informationand unless the prior written consent of the other Party is obtained, shall not be disclosed byany Party hereto to any third party except in accordance with the provisions set forth below;provided, however, that such confidential information shall not include any information thatis in the public domain other than caused by the breach of the confidentiality obligationshereunder.11.2 Any press release issued by any Party shall not disclose any of the Subscription Terms andthe final form of such press release shall be approved in advance in writing by the otherParty. No other announcement regarding any of the Subscription Terms in a press release,conference, advertisement, announcement, professional or trade publication, mass marketingmaterials or otherwise to the general public may be made without the prior written consent ofthe Parties.11.3 After Completion, any Party shall be entitled to disclose its investment in the Company andthe terms thereof to third parties or to the public. In such event, the Party disclosing theinformation shall furnish the other Parties such information with prompt written notice of thefact. Without limiting the generality of the foregoing, the Subscriber and the CompanyDirectors designated by the Subscriber shall be entitled to disclose the Subscription Termsand other information related to the Company for the purposes of fund reporting or inter-fundreporting or to their fund manager, other funds managed by their fund manager or to theirrespective affiliates, auditors, professional advisers, directors, officers, employees,shareholders or investors.11.4 Notwithstanding the foregoing, any Party may disclose: (a) such information that may be required to be disclosed pursuant to any competentgovernmental or statutory authority or pursuant to statute, rules or regulations of anyrelevant regulatory body; and (b) any information which is required to be disclosed pursuant to any legal processused by any court or tribunal in Singapore or elsewhere,PROVIDED that any Party disclosing information pursuant to this Clause 11.4 shall exercisereasonable efforts to obtain reliable assurance that such information disclosed shall bekept confidential.**12.** **GENERAL PROVISIONS**12.1 This Agreement (together with any documents referred to herein) contains the entire agreementand understanding of the Parties and supersedes all prior agreements, understandings orarrangements (both oral and written) relating to the subject matter of this Agreement.
 
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12.2 This Agreement shall not be capable of assignment without the prior consent in writing of allthe Parties hereto but, subject hereto, shall be binding on and shall enure to the benefit ofeach Party’s successors and permitted assigns.**13.** **NOTICES**13.1 Any notice or other communication to be given under this Agreement shall be in writing andshall be deemed to have been duly served on, given to or made in relation to a Party if it isleft at the authorised address of that Party, posted by pre-paidairmail/first-class/registered post addressed to that Party at such address, or sent byfacsimile transmission to a machine situated at such address and shall if: (a) personally delivered, be deemed to have been received at the time of delivery; (b) sent by post, be deemed to have been received on the seventh (7th)Business Day after posting; and (c) sent by facsimile transmission, be deemed to have been received upon receipt bythe sender of a facsimile transmission report (or other appropriate evidence) that thefacsimile has been transmitted to the addressee,PROVIDED that where, in the case of delivery by hand or post or facsimile transmission,delivery or transmission occurs after 6.00 pm on a Business Day or on a day which is not aBusiness Day, receipt shall be deemed to occur at 9.00 am on the next following BusinessDay.13.2 For the purposes of this Clause the authorised address of each Party shall be the address setout below (including the details of the facsimile number and person for whose attention anotice or communication is to be addressed) or such other address (and details) as that Partymay notify to the other in writing from time to time in accordance with the requirements ofthis Clause:**The Company****INFOCOMM ASIA HOLDINGS PTE. LTD.**   Address: 28 Maxwell Road, #04-01 Red Dot Traffic,Singapore 069120Facsimile No: (65) 6294 9345Attention: Ong Toon Wah**The Subscriber****GIGAMEDIA ASIA PACIFIC LIMITED**   Address: The Centrium, 22/F, 60 Wyndham Street, Central, Hong KongFacsimile No.: (852) 31669831Attention: Chief Executive Officer, Arthur Wang and General Counsel
 
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   Copy to:  **GIGAMEDIA LIMITED**   Address: The Centrium, 22/F, 60 Wyndham Street, Central, Hong KongFacsimile No.: (852) 31669831Attention: General Counsel**14.** **TIME OF ESSENCE**Any time or period mentioned in any provision of this Agreement may be extended by mutualagreement between the Parties but as regards any time, date or period originally fixed orany time, date or period so extended as aforesaid time shall be of the essence.**15.** **SEVERABILITY**If at any time any one or more of the provisions hereof is or becomes illegal, invalid orunenforceable in any respect under the applicable laws of any jurisdiction, neither thelegality, validity or enforceability of the remaining provisions hereof, nor the legality,validity or enforceability of such provision under the applicable laws of any otherjurisdiction, shall in any way be affected or impaired thereby.**16.** **GOVERNING LAW AND JURISDICTION**16.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.16.2 The Parties hereto agree to be subject to the non-exclusive jurisdiction of the Courts ofSingapore.**17.** **COUNTERPARTS**This Agreement may be signed in any number of counterparts each of which shall togetherconstitute one and the same agreement. Any party may enter into this Agreement by signingany such counterpart. Each counterpart may be signed and executed by the Parties andtransmitted by facsimile transmission and shall be as valid and effectual as if executed asan original.**18.** **CONTRACTS (RIGHTS OF THIRD PARTIES) ACT**The Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, as may be modified,re-enacted, amended, supplemented or reconstituted from time to time, shall not under anycircumstances apply to this Agreement and any person who is not a party to this Agreementshall have no right whatsoever to enforce this Agreement.
 
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**IN WITNESS**whereof this Agreement has been entered into the day and year first above written.     **THE SUBSCRIBER**     Signed by  )    ) for and on behalf of  ) **GIGAMEDIA ASIA PACIFIC LIMITED**  )      **THE COMPANY**     Signed by  )    ) for and on behalf of  ) **INFOCOMM ASIA HOLDINGS PTE. LTD.**  ) 
 
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