[TABLE OF CONTENTS Page PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2] [Execution Version DATED: 30 APRIL, 2010 BETWEEN GIGAMEDIA ASIA PACIFIC LIMITED AND INFOCOMM ASIA HOLDINGS PTE. LTD. SUBSCRIPTION AGREEMENT 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 8] [Execution Version Amendment to Subscription Agreement Amendment Subscriber Company This Amendment to Subscription Agreement (this “ The parties hereby agree as follows: Definitions 1. Amendments 2. 2.1 Whereas (H) of the Subscription Agreement is hereby deleted in its entirety and replaced by the following: “The Subscriber proposes to subscribe for 500,000 Class B Shares at the Issue Price on the] [Execution Version SHARE PURCHASE AGREEMENT INFOCOMM INVESTMENTS PTE LTD - and - GIGAMEDIA ASIA PACIFIC LIMITED APRIL 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ INFOCOMM INVESTMENTS PTE LTD Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “ (ii) The Selling Shareholder owns a] [EXECUTION VERSION SHARE PURCHASE AGREEMENT BODHI INVESTMENTS LLC - and - GIGAMEDIA ASIA PACIFIC LIMITED - and - GIGAMEDIA LIMITED APRIL 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ BODHI INVESTMENTS LLC Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser GIGAMEDIA LIMITED GIGAMEDIA WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “] [GIGAMEDIA ASIA PACIFIC LIMITED IN FAVOUR OF BLIZZARD ENTERTAINMENT INTERNATIONAL DEED OF GUARANTEE, UNDERTAKING AND INDEMNITY CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. GUARANTEE 5 3. HELLGATE INDEMNITY 6 4. NON-COMPETITION AND OTHER UNDERTAKINGS 7 5. PRESERVATION OF RIGHTS 8 10 7. PAYMENTS AND INTEREST 10] [Execution Version SHAREHOLDER LOAN AGREEMENT Between GIGAMEDIA ASIA PACIFIC LIMITED And INFOCOMM ASIA HOLDINGS PTE. LTD. CONTENTS 1. INTERPRETATION 1 2. THE SHAREHOLDER LOAN 3 3. CONDITIONS TO DRAWDOWN 4 4. INTEREST 4 5. REPAYMENT 5 6. SECURITY AND SENIORITY 5 6 8. EVENT OF DEFAULT 8] [Execution Version LOAN ASSIGNMENT AGREEMENT among GIGAMEDIA ASIA PACIFIC LIMITED and INFOCOMM ASIA HOLDINGS PTE. LTD. and SPRING ASIA LIMITED relating to ASSIGNMENT OF SHAREHOLDER LOAN AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATIONS 3 2. ASSUMPTION OF RIGHTS AND INTERESTS 4 4 4. TERMINATION 5 5. MISCELLANEOUS 5 APPENDIX 1 9 APPENDIX 2 10 2] [Execution Version LOAN AGREEMENT Between SPRING ASIA LIMITED And INFOCOMM ASIA HOLDINGS PTE. LTD. CONTENTS 1. INTERPRETATION 1 2. THE SHAREHOLDER LOAN 3 3. CONDITIONS TO DRAWDOWN 4 4. INTEREST 4 5. REPAYMENT 5 6. SECURITY AND SENIORITY 5 6 8. EVENT OF DEFAULT 8 9. TAXES 10] [EXECUTION COPY STOCK AND ASSET PURCHASE AGREEMENT AMONG MANGAS GAMING, GIGAMEDIA LIMITED, ULTRA INTERNET MEDIA, S.A., AND THE OTHER PARTIES HERETO NAMED HEREIN Dated as of December 15, 2009 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale SECTION 1.01. Purchase and Sale 2 SECTION 1.02. Acquired Assets and Excluded Assets 5 SECTION 1.03. Assumption of Certain Liabilities 8 SECTION] [FIFTH AMENDMENT TO THE END USER LICENSE AGREEMENT THIS FIFTH AMENDMENT TO EULA-010404 (this Amendment) is made and entered into this the first day of April 2009, by and between Internet Media Licensing Limited, a British Virgin Island corporation (“IML”), having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands] [EXECUTION VERSION SHARE PURCHASE AGREEMENT - between - CHINA INTERACTIVE LIMITED - and - GIGAMEDIA ASIA PACIFIC LIMITED June 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ CHINA INTERACTIVE LIMITED Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “ (ii) The Selling Shareholder owns] [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, Arthur M. Wang, 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] [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. Arthur M. Wang 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 on Form S-8 (No. 333-148663, No. 333-142963, No. 333-119616 and No. 333-160535) of GigaMedia Limited of our report dated May 13, 2010, on the consolidated financial statements and internal control over financial reporting of GigaMedia Limited, which appears in this annual report]