[CALCULATION OF REGISTRATION FEE Title of Each Class Proposed Maximum Proposed Maximum of Securities to be Amount to be Offering Price per Aggregate Offering] [GIGAMEDIA LIMITED 2010 EQUITY INCENTIVE PLAN Purpose; Types of Awards; Construction. 1. The purposes of the GigaMedia Limited 2010 Equity Incentive Plan (the “Plan”) are to afford an incentive to non-employee directors, selected officers and other employees, advisors and consultants of GigaMedia Limited (the “Company”), or any Subsidiary that now exists or hereafter is organized, incorporated or acquired, to continue] [GIGAMEDIA LIMITED 2010 EMPLOYEE SHARE PURCHASE PLAN Purpose 1. Definitions 2. a. “Board” shall mean the Board of Directors of the Company. b. “Change in Capitalization” shall mean any increase, reduction, or change or exchange of Common Stock for a different number or kind of shares or other securities of the Company by reason of a reclassification, recapitalization, merger, consolidation,] [15 July 2010 BY DHL GigaMedia Limited Attention: Ms Jennifer Tseng Dear Sirs GIGAMEDIA LIMITED REGISTRATION STATEMENT ON FORM S-8 1. Company Registration Statement Securities Act Shares 2010 EIP 2010 ESPP Plan Plans We have acted as legal counsel in the Republic of Singapore to GigaMedia Limited (Company Registration No. 199905474H) (“ 2. In connection therewith, we have examined the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 13, 2010, on the consolidated financial statements and internal control over financial reporting of GigaMedia Limited, which appears on page F-1 of GigaMedia Limited’s Annual Report on Form 20-F for the year ended December] [POWER OF ATTORNEY Title Date DING, Michael Y.J. Chairman of the Board July 15, 2010 BAO, Gilbert Director July 15, 2010 HSU, Emmet Yu-Jui Director July 15, 2010 HU ZEE, Nancy Jing-Ying Director July 15, 2010 Title Date]