JOINT VENTURE AGREEMENT

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:

RECITALS

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:

AGREEMENT

1. ESTABLISHMENT OF ENTERPRISE

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 companies.

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. BUSINESS PURPOSE AND LIMITATIONS

2.1 Definitions. As used in this Agreement, the following terms shall have the following meanings: [INSERT DEFINITIONS]

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.

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3. CAPITALIZATION AND FUNDING OF NEWJVCO

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 OF CONTRIBUTION IN KIND MUST BE ACCOUNTED FOR]

(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 in NEWJVCO.

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

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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. MANAGEMENT AND CONTROL

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 Board.

(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. SHAREHOLDER MATTERS

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

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“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 assets;

(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;

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(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 debt;

(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; and

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

6. PREEMPTIVE RIGHTS

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

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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. RESTRICTIONS ON TRANSFER

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

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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. RIGHTS OF FIRST REFUSAL. 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 Terms”).

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.

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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.

9. REGISTERED BYLAWSExcept 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.

10. OTHER COMPANY OBLIGATIONS AFTER CLOSINGThe 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 position;

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

(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

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

11. CONFIDENTIALITYThroughout 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 terminated.

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

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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. RESOLUTION OF DISPUTES

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

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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 decision.

14. MISCELLANEOUS PROVISIONS

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:

(INSERT CONTACT DETAILS)

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.

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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.

[INSERT SIGNATURE DETAILS]

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