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THIS JOINT AGREEMENT (the "Agreement"), dated as of the [●] day of [●], 2007 (the
“Effective Date”), is entered into by and between [●], a Thai private limited company
organized and existing under the laws of Thailand with registered address at [●](hereinafter
called “PARTY A”) and [●], a Thai private limited company organized under the laws of the
Kingdom of Thailand with its registered address at [●](hereinafter called “PARTY B”)
(PARTY A and PARTY B are hereinafter collectively known as the “Shareholders” or
individually as a “Shareholder”) agree as follows:


THIS AGREEMENT is made and entered into in reliance upon the accuracy of the
following recitals, which the Shareholder Parties acknowledge to be true and accurate:

A. PARTY A and PARTY B desire to establish a new jointly-owned enterprise under the
laws of Thailand to engage in the business of [●]in [●], Thailand as more specifically
described in Article 2 below; and

B. The Shareholders desire to agree on certain rules for how (“Company”) is to be

governed and what rights they will have with respect to each other as shareholders,
and to provide for restrictions on the transfer of the Shares to limit the persons
permitted to become shareholders of the Company as further set forth below.

NOW, THEREFORE, in consideration of the mutual undertakings herein and mutual

benefits to be derived hereunder, intending to be legally bound, the Parties agree as follows:



1.1 Formation. Subject to the satisfaction or waiver of the closing conditions stated in
Section 7.1 hereof, on the Closing Date (as defined in Section 7.2), PARTY A and
PARTY B shall cause a new enterprise to be formed as a private limited liability
company under the Civil and Commercial Code of Thailand governing limited

1.2 Name and Duration. The name of the new enterprise shall be [●] (“NEWJVCO”),
or such other name as may be mutually agreed upon by the Parties, and NEWJVCO
shall have perpetual existence.

1.3 Head Office. The head office of NEWJVCO shall be located at [●]or such other
location as the Board of Directors of NEWJVCO shall determine from time to time.

1.4 Initial Equity. The initial authorized equity capital of NEWJVCO at the time of
establishment shall be as stated in Article 3 hereof.

1.5 Constitutive Documents. Simultaneously with the formation of NEWJVCO,

PARTY A and PARTY B shall adopt constitutive documents in the form of the
Memorandum (the "Memorandum"), attached hereto as Exhibit A, and the Articles
of Association (the "Articles") attached hereto as Exhibit B.
1.6 Governance of Relationship. For as long as PARTY A and PARTY B or their
respective successors directly or indirectly hold equity shares in NEWJVCO, the
Shareholders' mutual relationship with respect to NEWJVCO shall be governed by
this Agreement, the Memorandum, the Articles, and the Civil and Commercial Code
of Thailand, as amended from time to time. No person (natural or legal) shall become
a Shareholder unless that person agrees to be bound by this Agreement.


2.1 Definitions. As used in this Agreement, the following terms shall have the following

For purposes of this Agreement, (a) the term “person” includes any natural person,
firm, association, partnership, corporation, or other business or commercial entity; (b)
the words “hereof”, “herein”, “hereby” and other words of similar import refer to this
Agreement as a whole; and (c) except for the definitional headings in this Section 2.1,
the headings of the Articles and Sections of this Agreement have been included herein
for convenience of reference only and shall not be deemed to affect the meaning of
the operative provisions of this Agreement.

When used herein the term "Shareholders" or "Parties" shall refer to PARTY A and
PARTY B and their respective successors and assigns and any and all future
Shareholders of NEWJVCO who agree to be bound by this Agreement. Unless
specifically provided, rights and obligations granted to or imposed specifically on
PARTY A and/or PARTY B shall not be construed as granted to or imposed on all
other Shareholders or Parties to this Agreement.

2.2 Purpose. Except as limited by Section 2.3 below, NEWJVCO shall engage in
business operations and activities related to [●].

2.3 Limitations. The business purpose of NEWJVCO shall not include the following:

(a) [●];

(b) [●]; and

(c) [●].

2.4 Changes. The foregoing business purpose and limitations may be modified (e.g., to
include additional products or customers) only by an amendment to this Agreement
adopted in accordance with the terms hereof and approved, to the extent required, by
the government of Thailand.

2.5 Unauthorized Activities. PARTY A and PARTY B shall not permit NEWJVCO to
engage in any business operations or activities outside of the business purpose
defined in this Article 2, as modified from time to time pursuant to Section 2.4 above.


3.1 Initial Registered Capital. The Parties contemplate that, in order to effectuate its
business objectives, NEWJVCO shall require a total initial registered equity capital of
____ _____________________________ US Dollars (US$_________) consisting of
__________ thousand (__,000) Shares of NEWJVCO with a ______ Baht (B__ ) par
value each (the “Initial Registered Capital"). It is the intent of the Parties that
PARTY A contribute _________________ percent (__%) of the Initial Registered
Capital and purchase Shares of NEWJVCO and PARTY B contribute
________________ percent (__%) of the Initial Registered Capital and purchase __
Shares of NEWJVCO, and such Initial Registered Capital shall be used to
_____________________________________________ as provided herein and to
have certain working capital for the business, all in accordance with the initial
Management Plans described in Sections 4.4 and 4.5 hereof.

3.2 Subscription and Initial Payment. Subject to the satisfaction or waiver of the
closing conditions stated in Section 7.1 hereof, on the Closing Date: [VALUATION

(a) PARTY A shall subscribe to purchase Shares of NEWJVCO

at a price of $ per share, for a total purchase price of $
. PARTY A shall pay NEWJVCO $ for
Shares at Closing and the balance of said subscription shall be paid as
provided in Section 3.3 hereof; and

(b) PARTY B shall subscribe to purchase Shares of NEWJVCO

at a price of $ per share, for a total purchase price of $
. PARTY B shall pay NEWJVCO $ for
Shares at Closing and the balance of said subscription shall be paid as
provided in Section 3.3.

3.3 Subsequent Capital Calls. Contributions of the remaining Initial Registered Capital
by the Parties shall be made upon the call of the Board of Directors of NEWJVCO
("Board") in proportion to each Party's then current share ownership. If a Party
declines to contribute capital in proportion to its then current share ownership, the
other Party may make the additional capital contribution, thereby increasing its
ownership share in NEWJVCO and decreasing the declining Party’s ownership share

3.4 Change to Initial Registered Capital. Increases or decreases in the number of

authorized Shares beyond the Initial Registered Capital or creation of any new class
of Shares of NEWJVCO shall require the approval of the Shareholders as required by
the Civil and Commercial Code.

3.5 Loans and Debt/Equity Ratio. The Parties shall not permit NEWJVCO to incur
any long-term debt until all the Initial Registered Capital has been contributed.
Thereafter, NEWJVCO may secure funds in addition to equity contributions for its
operations and activities in the form of loans and may grant security interests in its
assets in support of such loans. The Shareholders shall exert reasonable efforts to
cause NEWJVCO to maintain its debt at a level not to exceed [●] percent of its net

equity (i.e., paid in capital adjusted for distributable profits not paid out and losses
realized to that date).

3.6 Guaranties. The Parties will cooperate to provide reasonable assurances to lenders
that NEWJVCO will repay all borrowed funds. If any lender requires a specific
guaranty, the Parties will each guaranty repayment of their respective pro rata share of
such borrowed funds. No Shareholder shall be under any obligation to guarantee any
part of NEWJVCO's indebtedness unless each other Shareholder can and does
provide an acceptable guarantee of its pro rata share of such debt.

3.7 Dividend Policy. In general, NEWJVCO will adopt a profit distribution plan such
that all after-tax profits in excess of any equity funding requirements under then-
current Management Plans are distributed to the Shareholders annually. However, no
dividends shall be declared or paid (i) until NEWJVCO has paid out all net losses
from previous years, (ii) if NEWJVCO is in arrears in the payment of principal or
interest under any loan agreement to which NEWJVCO is a party, or (iii) if, before or
after the payment of such dividend, NEWJVCO's debt/equity ratio would exceed the
maximum level stated in Section 3.5 above.


4.1 Board of Directors. During the term hereof, the following shall apply:

(a) Election of Board of Directors. As soon as practicable following the Effective

Date, the Shareholders shall elect the new Board of Directors of the Company (the
"Board"). The Board shall consist of two (2) directors as follows: [●].

(b) Replacement of Directors. In the event that any director should die, resign or
be otherwise unable to serve, the Shareholder who originally nominated the deceased,
resigned or disabled director shall have the right to nominate his or her replacement
and the Shareholder Parties agree to vote all their respective shares for the individuals
so nominated.

(c) Selection of the Chairman of the Board. During the term hereof, the
Shareholder agree that the chairman of the Board shall be a director nominated by the

(d) Actions of the Board of Directors. All actions of the Board shall be made in
accordance with the provisions of this Agreement, the Registered Bylaws of the
Company and applicable law.


5.1 Shareholders' Meetings.

(a) General Meetings of Shareholders. Following the extraordinary general

shareholders meeting referred to in Subparagraph 1.1(a), the Company shall hold a
general meeting of the shareholders of the Company at least once in every twelve (12)
months. Such meetings shall be called “Ordinary General Meetings,” and all other
general meetings requested by the Board or the Shareholders shall be called

“Extraordinary General Meetings.” Subject to the foregoing, the Board may call
an extraordinary general meeting whenever it deems it appropriate and shall call an
extraordinary general meeting whenever requested to do so by a supermajority
pursuant to Paragraph 2.2 hereof.

(b) Quorum. A quorum of a general meeting of shareholders shall be the holders

no less than fifty percent (50%) of the Company's common shares and holders of not
less than two-thirds (66.67%) of the Company's Series A Preferred Shares, or the
holders of both the Company’s Common Shares and Series A Preferred Shares
holding no less than seventy five percent (75%) of total shares of the Company.

5.2 Actions Requiring Supermajority Approval. Except matters requiring special

resolution of the shareholders under the applicable law, the matters described in
Paragraph 2.2 shall require no less than ninety percent (90%) of all Shareholders
before the implementation and/or any change to any and all of the following (the
"Major Decisions"):

(a) the number and scope of authority of the authorized directors of the Board, or
any changes thereto;

(b) the Company’s Memorandum of Association and/or the Company's

Registered Bylaws (also known as the Company's Articles of Association), or
any changes thereto;

(c) the declaration of dividends or other distribution of profits, or once declared,

any changes thereto;

(d) the liquidation, dissolution or winding up the Company;

(e) the listing of the Company's shares on any public exchange, including
registration any over-the-counter or bulletin board exchanges;

(f) any merger, restructuring, combination or other reorganization which results

in a change in control;

(g) any other type of merger or restructuring other than the conversion to a public
limited company contemplated herein or as may otherwise required to
facilitate a public listing of the Company's shares;

(h) the acquisition of a third party by merger, stock acquisition or by purchase of


(i) the increase, reduction or cancellation of authorized or issued share capital,

the issuance or granting of any option, including the allocation of shares in
connection with any Employee Stock Option Plan;

(j) any increase or decrease in the authorized number of any Shares or any
capital shares;

(k) any variation, modification or reclassification of any class of shares of the

capital stock of the Company;

(l) any reduction or increase in the capital of the Company or declaration or
distribution of any bonus issue of shares;

(m) any annual budget of the Company or any subsequent adjustments thereto;

(n) the disbursement of any Company funds in violation of, or in absence of, an
approved annual budget, except for ordinary recurring existing operating
expenses and salaries which may continue to be paid in absence of an
approved annual budget;

(o) incur any capital commitment in excess of [#] in any one transaction or an
aggregate total of [#] in any consecutive twelve (12) month period;

(p) the borrowing of funds or encumbering the Company with any additional

(q) the making of any guarantees by the Company of a third-party's obligation;

(r) the sale of, or the making of a contract to sell or otherwise transfer, all or
substantially all of the assets of the Company or any merger of the Company
with a third party;

(s) any joint ventures of the Company with a third party;

(t) except as set forth in the approved annual budget of the Company, any
contract or any series of contracts involving an aggregate amount in excess of
[●] in any consecutive twelve (12) month period;

(u) any service contract or other agreement with any third-party consultant,
manager, director or other person affiliated to the Company, its managers,
directors or shareholders, or any changes thereto, involving an amount in
excess of [●] in any consecutive twelve (12) month period, except as may be
set forth in an approved annual budget;

(v) the appointment or removal of any member of the senior management team;

(w) the compensation of employees in excess of [#] per annum.


6.1 Waiver of Existing Rights. During the term hereof, each Shareholder hereby
irrevocably waives any preemptive rights which may exist under any other agreement
or under applicable law, and agree that each Shareholder shall have only such
preemptive rights as set forth in this Agreement. Each Shareholder further agrees to
execute and deliver to the Company and the other Shareholder Parties all further
documents reasonably required to implement or evidence the waivers contained in
this Paragraph 3.1

6.2 Agreement Concerning Preemptive Rights.

(a) Covenants by the Company. Except as permitted herein, during the term
hereof, the Company shall not do any of the following:

(i) issue, sell or exchange or agree to issue, sell or exchange, any shares;

(ii) reserve or set aside for issuance, sale or exchange, any shares;

(iii) change the nominal/par value of, or the rights attached to, any of the
Company's shares;

(iv) increase the Company's authorized capital; or

(v) take any other action that would result in a dilution of the interest in
the Company held by any Shareholder.

(b) Preemptive Rights Offer. All newly issued shares by the Company must be first
offered to each Shareholder in accordance with such Shareholder’s respective pro-rata
ownership interest in all issued and outstanding shares of the Company prior to
giving effect to the issuance of such newly issued shares, at the same price and on the
same terms as such shares are offered generally. Such price and terms shall be
specified by the Company in a writing delivered to the shareholders (“Preemptive
Rights Offer”), which Preemptive Rights Offer by its terms shall remain open and
irrevocable for thirty (30) days from the date the Preemptive Rights Offer is delivered
by the Company to all Shareholders.


7.1 General. The provisions of this Section 4 shall be applicable to all shares of the
Company now or hereafter owned by the Shareholders (the “Shares”) and to all
Shares received by the successors, assigns, personal representatives, trustees,
administrators, heirs and other transferees of the Shareholder, whether voluntary or by
operation of law.

7.2 No Transfers or Pledges. Each Shareholder hereby agrees that none of the Shares
owned by it, or any right or interest therein, shall be transferred, assigned, pledged,
encumbered, or in any other way alienated, whether voluntarily, involuntarily, by
operation of law, by gift or otherwise, except in a transfer in compliance with the
requirements of this Agreement. Any purported transfer in violation of any provision
of this Agreement shall be void ab initio, shall not operate to transfer any title or
interest to the purported transferee, and shall give the other Shareholder Parties an
option to purchase all the Shares of the Shareholder that attempted such transfer, in
the same manner and on the same terms and conditions provided in Section 5 hereof.

7.3 All Transferees Bound by Agreement by Deed of Adherence; Acceptance by

Shareholders by Execution of Company CEO Acting as Attorney-in-Fact. Under
no circumstances shall a transfer of Shares to any person or entity, including a

Permitted Transferee, be valid or effective for any purpose, unless and until the
transferee thereof shall execute and become a party to this Agreement, and thereafter
hold such Shares subject to all the terms and conditions of this Agreement. To effect
a transfer, the transferee of the Shares shall execute and deliver to the Company for
itself and on behalf of all non-transferring Shareholder Parties an instrument by which
the transferee agrees to become a party to and be bound by the terms and conditions
of this Agreement, substituting the transferee for the transferring Shareholder as to the
Shares transferred (the “Deed of Adherence”) substantially in the form attached
hereto as Exhibit A, and the transferee shall discharge all obligations under the
Shareholders Agreement with respect to those Shares arising after the date of the
Transfer. All shareholders hereby irrevocably appoint the Chief Executive Officer of
the Company as their attorney-in-fact for purposes of accepting the Deed of
Adherence and executing it on their behalf once the Deed of Adherence has been
executed by a Permitted Transferee pursuant hereto. All shareholders further agree to
execute any and all further documentation reasonably required to implement .

7.4 Agreement Available for Inspection. An original and fully executed counterpart of
this Agreement shall be maintained by the Secretary of the Company at the principal
office of the Company and shall be available for inspection by any Shareholder or a
prospective purchaser of any of the Shares upon request.


8.1 Offer Notice. In the event that any Shareholder (each an “Offering Shareholder”)
wishes to transfer all or any part of its Shares to a third party who has delivered a bona
fide offer in writing to the Offering Shareholder (the “Third Party”), the Offering
Shareholder shall first give written notice (the “Offer Notice”) to all other
Shareholders. The Offer Notice shall specify the number of Shares that the Offering
Shareholder proposes to Transfer (the “Offered Shares”), the person to whom the
Offering Shareholder proposes to sell the Offered Shares, the price per Share that has
been offered by such Third Party for the Offered Shares, the proposed date of the
Transfer, the appointment of the Company to execute the Share Transfer Instrument on
behalf of the Offering Shareholder and all other material terms and conditions, and the
Offering Shareholder shall include with the Offer Notice a copy of the bona fide offer
received by the Offering Shareholder from the Third Party (collectively, the “Notice

8.2 Purchase of Offered Shares. Any of the non-transferring Shareholder Parties who
desire to purchase any of the Offered Shares on the Notice Terms (each a “Buying
Shareholder,” collectively the “Buying Shareholders”) shall have the right to
purchase all or a portion of the Offered Shares on the Notice Terms, by delivering a
written notice to the Offering Shareholder specifying the number of Offered Shares
desired to be purchased (an “Initial Acceptance Notice”) within twenty (20) days
subsequent to the Offer Notice (the “Initial Exercise Period”). The purchase of such
Offered Shares shall be on the Notice Terms, subject to the conditions set forth under
this Agreement and to applicable law. Simultaneously with the delivery of any Initial
Acceptance Notice to the Offering Shareholder, a Buying Shareholder shall deliver
copies thereof to all the other Shareholder Parties and the Company.

8.3 Obligation to Transfer. The Offering Shareholder shall, once having issued an
Offer Notice, be bound to transfer its Shares to the relevant purchaser or purchasers
thereof who have accepted the Shares offered for sale by the Offering Shareholder
pursuant to the foregoing provisions. If such Offering Shareholder shall fail to do so
within the periods set forth above, a person selected by the Board shall be deemed to
have been appointed attorney-in-fact of the Offering Shareholder with full power to
execute, complete and deliver, in the name and on behalf of the Offering Shareholder,
transfers of the Shares to the relevant purchaser thereof against payment of the
purchase price to the Company.

Except as modified by this Agreement, the provisions of the Articles of the Company,
a copy of which is attached hereto as Exhibit B, are hereby adopted and approved in
all respects and shall remain in full force and effect. Notwithstanding the foregoing,
to the extent that the provisions of this Agreement are contrary to the provisions of
the Articles of Association, the Shareholder Parties agree that the Articles of
Association shall be modified to the maximum extent allowed under law to be made
consistent herewith. To the maximum extent possible, the Articles of Association
shall be construed in a manner which gives effect to the purposes of this Agreement
and the intent of the parties hereto.


The Company shall have an ongoing obligation to furnish the Shareholders with the
following information at the intervals indicated below:

(a) a Management Letter, monthly for the first twelve (12) months following the
closing and quarterly thereafter, discussing the revenues and operations of the
Company and summary financial information for each such period within
thirty (30) days after the end of each month and quarter, including, without
limitation the following supporting documents: (1) a profit and loss
statement, (2) a balance sheet showing the results of the operation of the
Company for the immediately preceding calendar month and calendar year to
date, (3) all pertinent operating statistics of the Company, (4) the
management's written report of variance from budgets and forecasts and (5) a
cashflow projection for the next ninety (90) days together with the facts and
assumptions on which such projection was based; in addition, the Company
shall deliver annually to the New Shareholders within sixty (60) days
following the end of each calendar year a statement of changes in financial

(b) the CEO's and CFO's certificate that monthly and quarterly financial
statements were completely in accordance with generally accepted accounting

(c) annual financial statements, including profit and loss statement and balance
sheet, prepared by one of the following accounting firms: [●]to be delivered
within 90 days of year-end, together with the Management Letter then due;

(d) annual budget and any subsequent amendments or adjustments thereto; and

(e) any other management information that the holders of Shares may reasonably

Throughout the term hereof until one (1) year following the termination hereof, all
Shareholders shall keep confidential all information in respect of the Company
obtained and/or furnished by the Company whether directly or indirectly, verbally or
in writing (together the “Information”) from time to time pursuant to the transactions
contemplated hereby. No public announcements shall be made without the prior
approval of all parties hereto, except as may be required to comply with the requirements
of applicable law.

12. TERM

12.1 Term. The term of this Agreement shall commence on the Effective Date and shall
continue by mutual agreement or by default under clause 9.2 below, unless earlier

12.2 Transfer on Default. Notwithstanding any other provisions of this Agreement or the
Articles of Association, if a Party (referred to as the “Defaulting Party”):

(a) commits a material breach of its obligations under this Agreement or the
Articles of Association, which breach is not remediable or, if capable of being
remedied, shall not have been remedied within [thirty (30)] days or, in the case
of a breach with respect to any payment of money, within [fourteen (14)] days,
of receipt by such Defaulting Party of a notice from the Company or the other
Party identifying the breach and requiring its remedy;

(b) has an order made or a resolution passed or a petition presented for

bankruptcy or for placing the Defaulting Party under judicial management or
for the winding-up of the Defaulting Party otherwise than for the purpose of a
solvent reconstruction, amalgamation or reorganization;

(c) has a receiver appointed to take possession over all or a substantial part of the
property or assets of the Defaulting Party; and/or

(d) dies or is dissolved, as the case may be,

then, without prejudice to any other rights or remedies which the other Party (referred
to as the “Non-defaulting Party”) may have:

(a) the Non-defaulting Shareholders shall have the option but not the obligation to
serve a notice (the “Default Notice”) on the Defaulting Party and require the
Defaulting Party to complete a transfer of all (and not part of) of his/her Shares
(“Default Shares”) as at the date of service of the Default Notice to the
Defaulting Party at the paid-up value of the Default Shares to be so transferred
to the Non-defaulting Shareholders;

(b) upon completion of a transfer pursuant to this sub-clause 9.2, the entire legal
and beneficial titles, properties, interests, rights and claims in, to and over the

Default Shares shall be transferred to and vested onto the Non-defaulting
Shareholders free from all encumbrances together with all rights and benefits
attaching and which may subsequently become attached thereto, including the
rights to all dividends and distributions which may be paid, declared or made
in respect of the Default Shares, at any time after such completion;

(c) all costs and expenses incurred in connection with the transfer pursuant to sub-
clause 9.2, including any stamp duty payable, shall be borne by the Defaulting
Party; and

(d) unless otherwise agreed by the Non-defaulting Shareholders, all existing and
binding contracts and obligations of the Company which require the support of
the Defaulting Party shall continue to have the support of the Defaulting Party
and such contract or obligation shall be performed as contemplated by the
contract or obligation concerned on its respective terms and conditions.

(e) The Default Shares shall be purchased by the Non-defaulting Shareholders so

that their proportionate Shareholdings before the default event shall remain the
same. In this regard the Default Shares shall be offered to Non-defaulting
Shareholders according to the procedures set forth in section 5 of this
Agreement. In this regard, for the purposes of this clause 9, the Non-defaulting
Shareholders shall act in accordance with the procedures applicable to the
Buying Shareholders under clause 5.2 of this Agreement in acquiring the
Default Shares.


13.1 Negotiated Settlement. Any and all disputes in connection with or arising out of this
Agreement shall, insofar as is possible, be settled amicably by the Parties. The
Parties agree to negotiate in good faith to settle any such disputes.

13.2 Arbitration of Disputes.

(a) ICC Arbitration in Singapore. All disputes arising in connection with the
transaction contemplated hereby shall be settled by arbitration in Singapore in
accordance with the International Chamber of Commerce Rules (the “ICC
Rules”) at an arbitration organization as mutually to agreed by the parties
applying the governing law above.

(b) English Language. The arbitration proceedings shall be conducted in the

English language.

(c) Enforcement. No Party shall be entitled to commence or maintain any action in

a court of law upon any matter in dispute until such matter shall have been
submitted and determined as hereinbefore provided and then only for the
enforcement of the amount found due on such arbitration or specific performance
as determined by the arbitrators.

(d) Continued Performance. Pending the submission to arbitration and thereafter

until the board of arbitration publishes its award, the Parties shall, except in the
event of termination of this Agreement, continue to perform all of their

obligations under this Agreement, without prejudice to a final adjustment in
accordance with the award.

(e) Expenses. Each Party shall bear their own attorneys’ fees and related costs in
connection with the arbitration, but the fees charged by the arbitrators and the
expenses of arbitration shall be borne in such manner as may be specified in their


14.1 Notices.

(a) Notices. Any notice or other communications required or permitted hereunder

shall be made in the English language and shall be sufficiently given if delivered
in person or sent by registered or certified mail, postage prepaid or
internationally recognized courier or via facsimile confirmed within a week by
registered or certified mail as above provided, addressed as follows:Any notice
in the English language and shall be sufficiently given if delivered in person or
sent by registered or certified mail, postage prepaid or internationally recognised
courier or via facsimile confirmed within a week by registered or certified mail
as above provided, addressed as follows:


With Copy to:

Any changes of address must be notified by registered mail or facsimile to the

related parties in writing within fifteen (15) days of the actual change of address
or the registration of the change with the relevant governmental authority,
whichever occurs earlier. Any correspondence forwarded to the new address
which has been accordingly notified, shall be deemed to be valid and correct,
regardless of whether the addressee refuses to accept such correspondence.

(b) Effectiveness of Notices. A notice to a party hereunder shall be deemed

effective, if such notice was personally delivered or sent by facsimile, at the time
of delivery; or if such notice was sent by registered mail, on the seventh (7 th )
day following the date of posting. In proving such service it shall be sufficient
to show that personal delivery was made or that the letter was properly addressed
and mailed or sent by facsimile, as the case may be.

14.2 Evidence of Authority of Signatories. On or before the signing of this Agreement,

the Person executing this Agreement on behalf of the Parties shall furnish their
evidence of authority for their execution, delivery and performance under this
Agreement, e.g. the minutes of the board of directors or the minutes of the
shareholders’ meeting, as the case may be, together with the relevant power of
attorney and corporate documents.

14.3 Costs and Expenses. Each Party shall pay its own costs and expenses in connection
with and relating to the transactions contemplated by this Agreement.

14.4 Entire Agreement. This Agreement and the Subscription Agreement constitute the
entire agreement between the Parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the Parties with respect to the subject matter of this Agreement.

14.5 Severability. If any provision of this Agreement is deemed illegal or unenforceable,

such illegality or unenforceability shall not effect the validity and enforceability of
any other part of this Agreement, which shall be construed as if such illegal or
unenforceable provision or provisions had not been inserted in this Agreement, unless
the severability of such illegal or unenforceable part would destroy the underlying
business purposes of this Agreement, in which case the Parties shall negotiate in good
faith to substitute such illegal, invalid or unenforceable provision (or provisions) with
a legal, valid and enforceable provision (or provisions) which carries out the original
intent of the Parties.

14.6 No Waiver; Amendments in Writing. No failure to exercise and no delay in

exercising any right, power or privilege hereunder by any Party shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise of any other right, power
or privilege. No provision of this Agreement may be waived except by an instrument
in writing executed by the Party against whom the waiver is to be effective. No
provision of this Agreement may be amended or otherwise modified except by an
instrument in writing executed by Parties to this Agreement.

14.7 Assignment. This Agreement may not be transferred, assigned or pledged by any
Party hereto by operation of Law or with the consent of the other Party.

14.8 Binding Effect: Benefit. This Agreement shall inure exclusively to the benefit of and
be binding upon the Parties hereto and their respective heirs, successors, legal
representatives and permitted assigns.

14.9 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall be deemed to be
one and the same instrument.

14.10 Governing Law. To the maximum extent possible, the law governing the transaction
contemplated hereby and the documents arising hereunder shall be governed by and
construed in accordance with the laws of the Kingdom of Thailand.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.