Boon Siew Building Singapore 229833
S.E. Asia
Emerging Market Co., Ltd
00 Xxxxx
Xxxxx Xxxx #00-00
Xxxx Xxxx
Xxxxxxxx
Xxxxxxxxx
000000
September
9, 2010
To: The
Subscribers listed on the signature page hereto.
From:
S.E. Asia Emerging Market Co., Ltd (the “Company”)
Re:
Securities Subscription Agreement
Ladies
and Gentlemen:
We are
pleased to accept the offer you (the “Subscribers” or “you”) has made to join
your fellow subscribers to purchase an aggregate of 316,250 ordinary shares of
the Company (the “Shares”), no par value per share (the “Ordinary Shares”), in
the amount set forth under your name on the signature pages hereto, up to 41,250
of which in the aggregate are subject to complete or partial cancellation (the
“cancellation”) if the underwriter’s of the initial public offering
(“IPO”) of the Company do not fully exercise their over-allotment
option (the “Over-allotment Option”). Of such 316,250 ordinary shares, 175,694
in the aggregate (22,916 of which are subject to cancellation if the
underwriter’s over-allotment option is not exercised in full) shall be held
subject to lockup restrictions and canceled if the target of a Business
Combination fails to remain an operating company one year after such Business
Combination. Business Combination means a share exchange, asset or stock
acquisition, exchangeable share transaction, share reconstruction and
amalgamation, joint venture, contractual control arrangement or other similar
business combination. The terms (this “Agreement”) on which the Company is
willing to sell the Shares to the Subscribers, and the Company and the
Subscribers’ agreements regarding such Shares, are as follows:
1. Purchase of
Shares. For the sum of an aggregate of $25,000 (the
“Purchase Price”), which the Company acknowledges receiving in cash, the Company
hereby sells and issues the Shares to the Subscribers, and the Subscribers
hereby purchase the Shares from the Company, subject to cancellation, on the
terms and subject to the conditions set forth in this
Agreement. Concurrently with the Subscribers’ execution of this
Agreement, the Company is delivering to the Subscribers a certificate registered
in each Subscriber’s name representing the Shares (the “Original Certificates”),
receipt of which each Subscriber hereby acknowledges.
2. Representations, Warranties
and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the
Company to issue the Shares to the Subscribers, each Subscriber, severally and
not jointly, hereby represents and warrants to the Company and agrees with the
Company as follows:
2.1.1.
No Government
Recommendation or Approval. The Subscriber understands that no
United States federal or state agency or similar agency of any other country has
passed upon or made any recommendation or endorsement of the offering of the
Shares.
2.1.2.
No
Conflicts. The execution, delivery and performance of this Agreement and
the consummation by the Subscriber of the transactions contemplated hereby do
not violate, conflict with or constitute a default under (i) the governing
documents of Subscriber, if Subscriber is an entity, (ii) any agreement,
indenture or instrument to which the Subscriber is a party or (iii) any law,
statute, rule or regulation to which the Subscriber is subject, or any
agreement, order, judgment or decree to which the Subscriber is
subject.
2.1.3.
Organization and
Authority. The Subscriber, if an entity, is a validly existing
entity in good standing under the laws of its jurisdiction of domicile and
possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement. Upon execution and
delivery by you, this Agreement is a legal, valid and binding agreement of
Subscriber, enforceable against Subscriber in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).
2.1.4
Non-U.S.
Persons. None of Subscribers Xxxxxx Sing Tak So, Boon How Xxx,
Parallax Venture Partners XX Ltd. or Sirius Investment Inc. are a “U.S. Person”
as defined in Rule 902 of Regulation S (“Regulation S”) promulgated
under the United States Securities Act of 1933, as amended (the “Securities
Act”). At the time the sale of the Shares was originated, such Subscribers were
outside the United States.
2.1.5
Experience, Financial
Capability and Suitability. Subscriber is (i) sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Shares and (ii) able to bear the economic risk of its
investment in the Shares for an indefinite period of time because the Shares
have not been registered under the Securities Act and therefore cannot be sold
unless subsequently registered under the Securities Act or an exemption from
such registration is available. Subscriber has substantial experience
in evaluating and investing in transactions of securities in companies similar
to the Company so that it is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own
interests. Subscriber must bear the economic risk of this investment
until the Shares are sold pursuant to: (i) an effective registration statement
under the Securities Act or (ii) an exemption from registration available with
respect to such sale. Subscriber is able to bear the economic risks
of an investment in the Shares and to afford a complete loss of Subscriber’s
investment in the Shares. Subscriber understands the Shares will be
“restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act, and therefore may not be offered, pledged or sold by Subscriber,
directly or indirectly, in the United States without registration under United
States federal and state securities laws or an exemption therefrom and
Subscriber understands that the certificates representing the Shares will
contain a legend in respect of such restrictions.
2
2.1.6.
Access to
Information; Independent Investigation. Prior to the execution
of this Agreement, the Subscriber has had the opportunity to ask questions of
and receive answers from representatives of the Company concerning an investment
in the Company, as well as the finances, operations, business and prospects of
the Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained. In determining whether to
make this investment, Subscriber has relied solely on Subscriber’s own knowledge
and understanding of the Company and its business based upon Subscriber’s own
due diligence investigation and the information furnished pursuant to this
paragraph. Subscriber understands that no person has been authorized
to give any information or to make any representations which were not furnished
pursuant to this Section 2 and Subscriber has not relied on any other
representations or information in making its investment decision, whether
written or oral, relating to the Company, its operations and/or its
prospects.
2.1.7.
Investment
Purposes. The Subscriber is purchasing the Shares solely for
investment purposes, for the Subscriber’s own account and not for the account or
benefit of any U.S. Person, and not with a view towards the distribution or
dissemination thereof and the Subscriber has no present arrangement to sell the
interest in the Shares to or through any person or entity. The
Subscriber did not decide to enter into this Agreement as a result of any
general solicitation or general advertising within the meaning of Rule 502 under
the Securities Act.
2.1.8.
Restrictions on
Transfer. Subscriber understands the Shares are being offered in a
transaction not involving a public offering within the meaning of the Securities
Act. The Shares have not been registered under the Securities Act, and, if in
the future the Subscriber decides to offer, resell, pledge or otherwise transfer
the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only (A) in accordance with the provisions of Regulation S (Rule 901 through
905), (B) pursuant to a registration under the Securities Act, or (C) pursuant
to an available exemption from registration. Subscriber agrees that if any
transfer of its Shares or any interest therein is proposed to be made, as a
condition precedent to any such transfer, Subscriber may be required to deliver
to the Company an opinion of counsel satisfactory to the
Company. Absent registration or an exemption, the Subscriber agrees
not to resell the Shares. Subscriber further acknowledges that
because the Company is a shell company, Rule 144 may not be available to the
Subscriber for the resale of the Shares until one year following consummation of
the initial Business Combination of the Company, despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.
2.1.9.
No Governmental
Consents. No governmental, administrative or other third party
consents or approvals are required, necessary or appropriate on the part of
Subscriber in connection with the transactions contemplated by this
Agreement.
2.1.10.
Regulation D
Offering. Subscriber represents that it is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act and acknowledges the sale contemplated hereby is being made in
reliance on a private placement exemption to “Accredited Investors” within the
meaning of Section 501(a) of Regulation D under the Securities Act or similar
exemptions under state law; and, accordingly, such securities will be
“restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act, and therefore may not be offered, pledged or sold by Subscriber,
directly or indirectly, in the United States without registration under United
States federal and state securities laws and Subscriber understands the
certificates representing such securities will contain a legend in respect of
such restrictions.
3
2.2 Company’s Representations,
Warranties and Agreements. To induce the Subscribers to
purchase the Shares, the Company hereby represents and warrants to the
Subscribers and agrees with the Subscribers as follows:
2.2.1 Organization and Corporate
Power. The Company is a British Virgin Islands business company
incorporated with limited liability and is qualified to do business in every
jurisdiction in which the failure to so qualify would reasonably be expected to
have a material adverse effect on the financial condition, operating results or
assets of the Company. The Company possesses all requisite corporate power and
authority necessary to carry out the transactions contemplated by this
Agreement.
2.2.2. No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by
the Company of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the Memorandum and Articles of
Association of the Company, (ii) any agreement, indenture or instrument to
which the Company is a party or (iii) any law, statute, rule or regulation to
which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject.
2.2.3. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the
Shares will be duly and validly issued, fully paid and nonassessable. Upon
issuance in accordance with, and payment pursuant to, the terms hereof the
Subscribers will have or receive good title to the Shares, free and clear of all
liens, claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and other agreements to which the Shares may be subject, (b) transfer
restrictions under federal, state and foreign securities laws, and (c) liens,
claims or encumbrances imposed due to the actions of the
Subscriber.
2.2.4. No Adverse
Actions. There are no actions, suits, investigations or
proceedings pending, threatened against or affecting the Company which: (i) seek
to restrain, enjoin, prevent the consummation of or otherwise affect the
transactions contemplated by this Agreement or (ii) question the validity or
legality of any transactions or seeks to recover damages or to obtain other
relief in connection with any transactions.
3. Cancellation of
Shares.
3.1. Partial or No Exercise of
the Over-allotment Option. In the event the
Over-allotment Option granted to the representative of the underwriters of the
Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees
that it shall cancel any and all rights to such number of his/her/its pro rata
amount of Shares (up to an aggregate of 41,250 Shares and pro rata based upon
the percentage of the Over-allotment Option exercised) such that immediately
following such cancellation, the Subscribers (and all other initial shareholders
prior to the IPO, if any) will own an aggregate number of Shares (not including
Ordinary Shares issuable upon exercise of any warrants or any Ordinary Shares
purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20%
of the issued and outstanding Ordinary Shares immediately following the
IPO.
4
3.2. Cancellation for failure to
achieve business result. Of the 316,250 Ordinary Shares
issued by the Company prior to its initial public offering, the Subscribers
acknowledge that 175,694 of such Ordinary Shares (22,916 of which are subject to
cancellation if the underwriter’s over-allotment option is not exercised in
full) shall be subject to a lock-up agreement and canceled if the target of any
Business Combination fails to remain an operating company one year after such
Business Combination.
3.3. Termination of Rights as
Shareholder. If any of the Shares are cancelled in accordance
with this Section 3, then after such time the Subscribers (or their successors
in interest), shall no longer have any rights as a holder of such Shares, and
the Company shall take such action as is appropriate to cancel such
Shares.
3.4. Share Certificates; Stop
Transfer Order. In the event an adjustment to the Original
Certificates is required pursuant to this Section 3, then the Subscribers shall
return such Original Certificates to the Company or its designated agent as soon
as practicable upon its receipt of notice from the Company advising Subscribers
of such adjustment, following which new certificates (the “New Certificates”)
shall be issued in such amount representing the adjusted number of Shares held
by the Subscribers. The New Certificates shall be returned to the
Subscribers as soon as practicable.
4. Waiver of Liquidation
Distributions. In connection with the Shares purchased
pursuant to this Agreement, the Subscribers hereby waive any and all right,
title, interest or claim of any kind in or to any distributions by the Company
from the Trust Account which will be established for the benefit of the
Company’s public shareholders and into which a substantial amount of the net
proceeds of the IPO will be deposited (the “Trust Account”), in the event of a
liquidation of the Company upon the Company’s failure to timely complete a
Business Combination. For purposes of clarity, in the event the
Subscribers purchase Ordinary Shares in the IPO or in the aftermarket, any
additional Ordinary Shares so purchased shall be eligible to receive any
liquidating distributions by the Company.
5. Restrictions on
Transfer.
5.1. Securities Law
Restrictions. In addition to any restrictions contained in
that certain letter agreement (commonly known as an “Insider Letter”) dated as
of the closing of the IPO by and between the Subscribers and the Company, the
Subscribers agrees not to sell, transfer, pledge, hypothecate or otherwise
dispose of all or any part of the Shares unless, prior thereto (a) a
registration statement on the appropriate form under the Securities Act and
applicable state securities laws with respect to the Shares proposed to be
transferred shall then be effective or (b) the Company has received an opinion
from counsel reasonably satisfactory to the Company, that such registration is
not required because such transaction is exempt from registration under the
Securities Act and the rules promulgated by the Securities and Exchange
Commission thereunder and with all applicable state securities
laws.
5.2 Restrictive
Legends. All certificates representing the Shares held by
non-U.S. Persons shall have endorsed thereon legends substantially as
follows:
5
“THESE
SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A
NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE
LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”
All
certificates representing the Shares held by U.S. Persons shall have endorsed
thereon legends substantially as follows:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”
5.3. Additional Shares or
Substituted Securities. In the event of the declaration
of a share dividend, the declaration of an extraordinary dividend payable in a
form other than Ordinary Shares, a spin-off, a share split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding Ordinary Shares without receipt of consideration, any new,
substituted or additional securities or other property which are by reason of
such transaction distributed with respect to any Shares subject to this Section
5 or into which such Shares thereby become convertible shall immediately be
subject to this Section 5 and Section 3.4. Appropriate adjustments to
reflect the distribution of such securities or property shall be made to the
number and/or class of Shares subject to this Section 5 and Section
3.4.
6
5.4 Registration Rights.
The Subscribers acknowledge that the Shares are being purchased pursuant to an
exemption from the registration requirements of the Securities Act and will
become freely tradable only after certain conditions are met or they are
registered pursuant to a Registration Rights Agreement to be entered into with
the Company prior to the closing of the IPO.
6. Other
Agreements.
6.1. Further
Assurances. The Subscribers agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
6.2. Notices. All
notices, requests, consents and other communications hereunder shall be in
writing, shall be addressed to the receiving party’s address set forth on the
signature pages to this Agreement or to such other address as a party may
designate by notice hereunder, and shall be either (a) delivered by hand, (b)
sent by overnight courier, or (c) sent by certified mail, return receipt
requested, postage prepaid. All notices, requests, consents and other
communications hereunder shall be deemed to have been given either (i) if by
hand, at the time of the delivery thereof to the receiving party at the address
of such party set forth above, (ii) if sent by overnight courier, on the next
business day following the day such notice is delivered to the courier service,
or (iii) if sent by certified mail, on the fifth business day following the day
such mailing is made.
6.3. Entire
Agreement. This Agreement, together with those certain letter
agreements between the Subscriber and the Company, substantially in the form
filed as an exhibit to the Registration Statement, embodies the entire agreement
and understanding between the Subscriber and the Company with respect to the
subject matter hereof and supersedes all prior oral or written agreements and
understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.
6.4. Modifications and
Amendments. The terms and provisions of this Agreement
may be modified or amended only by written agreement executed by the Company and
the holders of a majority in interest of the Shares, except for corrections to
remedy clerical errors, which may be made by the Company alone, upon advice of
counsel and with prompt notice to the Subscribers.
6.5. Waivers and
Consents. The terms and provisions of this Agreement may
be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions, which, in the case of the Subscribers, may be granted by the holders
of a majority in interest of the Shares. No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect to
any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or consent shall be effective only in the
specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.
7
6.6. Assignment. The
rights and obligations under this Agreement may not be assigned by any party
hereto without the prior written consent of the counter party or
counterparties.
6.7. Benefit. All
statements, representations, warranties, covenants and agreements in this
Agreement shall be binding on the parties hereto and shall inure to the benefit
of the respective successors and permitted assigns of each party
hereto. Nothing in this Agreement shall be construed to create any
rights or obligations except among the parties hereto, and no person or entity
shall be regarded as a third-party beneficiary of this Agreement.
6.8
Governing
Law. This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by
the laws of the British Virgin Islands, without giving effect to the conflict of
law principles thereof.
6.9 Severability. In
the event that any court of competent jurisdiction shall determine that any
provision, or any portion thereof, contained in this Agreement shall be
unreasonable or unenforceable in any respect, then such provision shall be
deemed limited to the extent that such court deems it reasonable and
enforceable, and as so limited shall remain in full force and
effect. In the event that such court shall deem any such provision,
or portion thereof, wholly unenforceable, the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.
6.10 No Waiver of Rights, Powers
and Remedies. No failure or delay by a party hereto in
exercising any right, power or remedy under this Agreement, and no course of
dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of such party. No single or partial exercise of any
right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or
remedy, shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The
election of any remedy by a party hereto shall not constitute a waiver of the
right of such party to pursue other available remedies. No notice to
or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
the party giving such notice or demand to any other or further action in any
circumstances without such notice or demand.
6.11 Survival of Representations
and Warranties. All representations and warranties made
by the parties hereto in this Agreement or in any other agreement, certificate
or instrument provided for or contemplated hereby, shall survive the execution
and delivery hereof and any investigations made by or on behalf of the
parties.
8
6.12 No Broker or
Finder. Each of the parties hereto represents and
warrants, severally and not jointly, to the others that no broker, finder or
other financial consultant has acted on its behalf in connection with this
Agreement or the transactions contemplated hereby in such a way as to create any
liability on the others. Each of the parties hereto agrees to
indemnify and save the other harmless from any claim or demand for commission or
other compensation by any broker, finder, financial consultant or similar agent
claiming to have been employed by or on behalf of such party and to bear the
cost of legal expenses incurred in defending against any such claim. For
purposes of such indemnification, all responsibility and warranties hereunder by
the Subscribers shall be deemed to be made severally and no Subscriber shall be
liable to any other party hereto for any breach of a representation or warranty
of another Subscriber.
6.13 Headings and
Captions. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or
provisions hereof.
6.14 Counterparts. This
Agreement may be executed in one or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature
page were an original thereof.
6.15 Construction. The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof will arise favoring or disfavoring any party
hereto because of the authorship of any provision of this Agreement. The words
“include,” “includes,” and “including” will be deemed to
be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be
construed to include the plural and vice versa, unless the context otherwise
requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.
7. Voting. The
Subscribers agree to vote the Shares in favor of a Business Combination that the
Company negotiates and submits for approval to the Company’s
shareholders.
8. Indemnification. Each
party shall indemnify the others against any loss, cost or damages (including
reasonable attorney’s fees and expenses) incurred as a result of such party’s
breach of any representation, warranty, covenant or agreement in this
Agreement.
9
If the
foregoing accurately sets forth our understanding and agreement, please sign the
enclosed copy of this agreement and return it to us.
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Very
truly yours,
|
|
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S.E.
ASIA EMERGING MARKET CO., LTD
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|
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By:
|
/s/
Xxxx Xxxxxx
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|
Name: Xxxx
Xxxxxx
|
|
|
Title:
Chief Executive
Officer
|
|
Accepted
and agreed this
9th day of
September, 2010
SUBSCRIBERS
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PARALLAX
VENTURE PARTNERS XX LTD.
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|
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/s/
Xxxxxx Xxx Park
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|
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By:
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|
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Name:
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Xxxxxx
Xxx Park
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Title:
|
|
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Address:
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|
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Shares:
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63,250
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/s/ Pranata Hajadi
|
|
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Name:
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Pranata
Hajadi
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Address:
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|
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Shares:
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50,600
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/s/ Xxxx Xxxxxx
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|
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Name:
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Xxxx
Xxxxxx
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Address:
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Shares:
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61,669
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10
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SIRIUS
INVESTMENT INC.
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|
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By:
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/s/
Xxxxxx Hin Sun Xxxx
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Name:
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Xxxxxx
Hin Sun Xxxx
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Title:
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|
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Address:
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|
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Shares:
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63,250
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/s/ Xxxxx Xxxxxxxxx
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|
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Name:
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Xxxxx
Xxxxxxxxx
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Address:
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Shares:
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31,625
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/s/ Xxxxxx Sing Tak So
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Name:
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Xxxxxx
Sing Tak So
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Address:
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|
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Shares:
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1,581
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RAMPANT
DRAGON, LLC
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|
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By:
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/s/ Xxxxxxx X. Xxxx
|
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Name:
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Xxxxxxx
X. Xxxx
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Title:
|
|
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Address:
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|
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Shares:
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31,625
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/s/ Boon How Xxx
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Name:
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Boon
How Xxx
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Address:
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Shares:
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12,650
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11
