[TABLE OF CONTENTS Page PART I 2] [CLIFFORD CHANCE LLP INFOCOMM ASIA HOLDINGS PTE. LTD. AND MANAGEMENT CAPITAL INTERNATIONAL LTD AND CHINA INTERACTIVE LIMITED AND MR ONG TOON WAH CONTENTS Clause Page 1. Interpretation 1 10 11 4. Subscription Rights and Mechanics of Exercise 11 5. Listing 18 6. Adjustment 18 7. Undertakings of the Company 20 8. Winding up of the Company 22 22 10. Variation] [THIS DEED OF AMENDMENT INFOCOMM ASIA HOLDINGS PTE. LTD., Company MANAGEMENT CAPITAL INTERNATIONAL LTD MCIL CHINA INTERACTIVE LIMITED CIL MR. ONG TOON WAH, Founder WHEREAS (A) Instrument (B) This Deed is supplemental to the Instrument and is entered into by each of the Company and the Controlling Shareholders in order to confirm certain amendments to the Instrument (including to the] [CLIFFORD CHANCE PTE LTD Dated ___ 2010 INFOCOMM ASIA HOLDINGS PTE. LTD. as Chargor In favour of BLIZZARD ENTERTAINMENT INTERNATIONAL as Chargee SECURITY OVER SHARES AGREEMENT CONTENTS Clause Page 1. Definitions And Interpretation 2 2. Charge 3 3. Deposit Of Certificates, Related Rights And Release 3 4. Voting Rights And Dividends 4 5. Chargor’s Representations And Undertakings 5 6. Further] [CLIFFORD CHANCE PTE LTD GIGAMEDIA ASIA PACIFIC LIMITED IN FAVOUR OF BLIZZARD ENTERTAINMENT INTERNATIONAL DEED OF UNDERTAKING CLIFFORD CHANCE PTE LTD CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. PREFERENCE SHAREHOLDER’S UNDERTAKING 4 4 4. BENEFIT FOR BLIZZARD AND REASONABLENESS 4 5. SPECIFIC PERFORMANCE 5 6. NOTICES 5 7. COSTS AND EXPENSES 6 8. ASSIGNMENTS AND SUCCESSORS 6 9. PARTIAL INVALIDITY] [Agreement AGREEMENT This Party A( ): GIGAMEDIA (HK) LIMITED Address Party B : Mi Saiyu (Chinese name ) Nationality: Chinese WHEREAS NOW, THEREFORE Article 1 Article 2 Article 3 Article 4 Party B may not transfer any rights and duties under this Agreement to any other third party. IN WITNESS WHEREOF, 2 Party A : GIGAMEDIA (HK) LIMITED Party B] [Agreement AGREEMENT This Party A : GIGAMEDIA (HK) LIMITED Address Party B : Song Yunv (Chinese name ) Nationality: Chinese WHEREAS NOW, THEREFORE Article 1 Article 2 Article 3 Article 4 Party B may not transfer any rights and duties under this Agreement to any other third party. 2 IN WITNESS WHEREOF, Party A : GIGAMEDIA (HK) LIMITED Party B] [2 PRC Equity Interest Company WFOE I, Mi Saiyu, a citizen of the People’s Republic of China (“ 1. Acting as the sole and exclusive representative to exercise the rights and powers concerning Equity Interest on my behalf, including but not limited to: (1) attending shareholder meetings of the Company and sign shareholder resolutions on behalf of me; (2) exercising] [2 PRC Equity Interest Company WFOE I, Song Yunv, a citizen of the People’s Republic of China (“ 1. Acting as the sole and exclusive representative to exercise the rights and powers concerning Equity Interest on my behalf, including but not limited to: (1) attending shareholder meetings of the Company and sign shareholder resolutions on behalf of me; (2) exercising] [2/13 3/13 4/13 5/13 6/13 7/13 8/13 9/13 10/13 11/13 12/13 13/13 Confidential Exclusive Technology Services Agreement By and between Shanghai JIDI Network Technology Co., Ltd. and JIDI Network Technology (Shanghai) Co., Ltd. st , 2011] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center, Inc. 1998 Taiwan GigaMedia Finance International Limited 2000 Cayman Islands GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Asia Limited 2005 British Virgin Islands FunTown Hong Kong Limited 1999 Hong Kong] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER I, Yichin LEE, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER I, Quincy Tang, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yichin Lee Chief Executive Officer] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Quincy Tang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated June 30, 2011, on the consolidated financial statements and internal control over financial reporting] [21 June 2011 The Board of Directors Dear Sirs MONSOON ONLINE PTE. LTD. (“THE COMPANY”) — INCLUSION OF THE COMPANY’S FINANCIAL STATEMENTS WITHIN FORM 20-F OF GIGAMEDIA LIMITED (“GIGAMEDIA”) FOR THE YEAR ENDED 31 DECEMBER 2010 Yours faithfully Crowe Horwath First Trust LLP (UEN: T08LL1312H) is an accounting limited liability partnership registered in Singapore under the Limited Liability Partnership Act] [CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535, and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated June 29, 2011, on the consolidated financial statements of Mangas Everest S.A.S. which appears in this annual] [MONSOON ONLINE PTE. LTD. FINANCIAL STATEMENTS MONSOON ONLINE PTE. LTD. DIRECTORS’ REPORT The directors present their report to the members together with the audited financial statements of Monsoon Online Pte. Ltd. (the “Company”) for the financial period from 22 October 2009 (date of incorporation) to 31 December 2010. Directors The directors of the Company in office at the date of] [MANGAS EVEREST S.A.S. Index Page Independent Auditors’ Report 1 Consolidated Statement of Comprehensive Loss 2 Consolidated Statement of Financial Position 3 Consolidated Statement of Changes in Equity 4 Consolidated Statement of Cash Flows 5 Notes to the Consolidated Financial Statements 6 – 26 GHP Horwath, P.C. www.GHPHorwath.com INDEPENDENT AUDITORS’ REPORT Board of Directors and Shareholders We have audited the accompanying]