Exhibit 10.1


 





EXCLUSIVE PURCHASE OPTION AGREEMENT


 


This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”),
dated October 30, 2019, is made by and among:


 


Party A: One Belt One Network Holdings Limited,
with registered address at Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands, VG1110;
and


 


	 	Party B:	 Chanikarn Lertchawalitanon, at 150 Burapaphirom, Phra Nakom, Bangkok, Thailand; and


 


Party C: OBON Corporation Company Limited, with
registered address at 121/34, Ratchadaphisek Road, Din Daeng Sub-district, din Daeng District, Bangkok, Thailand.


 


Party A, Party B and Party C individually being referred to
as a “Party” and collectively the “Parties”


 


Whereas,


 


	1.	Party C is a company duly incorporated and validly existing under the laws of Thailand.  Party B owns 1,001,000 shares of Party C, which is 91 % of the outstanding and issued shares of Party C as of the date of this Agreement; and


 


	2.	Party A and Party B have made an Equity Pledge Agreement (the “Equity Pledge Agreement”) dated October 30, 2019.


 


NOW, THEREFORE, the Parties hereby agree as follows through
negotiations:


 


	1.	Purchase and Sale of Equity Interests


 


	 	1.1	Grant of Right


 


Party B hereby exclusively and
irrevocably grants Party A an exclusive option to purchase or designate one or several person(s) (the
 “Designated Person”) to purchase all or any part of the equity interests held by Party B in
Party C (the “Purchase Option”) at any time from Party B at the price specified in Article 1.3
of this Agreement in accordance with the procedures determined by Party A at its own discretion and to the extent
permitted by the laws of Thailand.  No party other than Party A and the Designated Person may have the Purchase Option. 
Party C hereby consents and agrees to the grant by Party B of the Purchase Option to Party A.  For purpose of this Section 1.1
and this Agreement, “person” means any individual, corporation, joint venture, partnership, enterprise, trust or non-corporation
organization.


 


	 	1.2	Procedures


 


Party A may exercise the
Purchase Option subject to its compliance with the laws and applicable regulations of Thailand.  Upon exercising the
Purchase Option, Party A will issue a written notice (the “Equity Interest Purchase Notice”)
to Party B which notice will specify: (i) Party A’s decision to exercise the Purchase Option; (ii) the percentage
of equity interest to be purchased from Party B (the “Purchased Equity Interest”); (iii) the
date of purchase/equity interest transfer, and (iv) and the purchase price.





 



     


     


    




 


	 	1.3	Purchase Price


 


1.3.1.          When
Party A exercises the Purchase Option, the purchase price of the Purchased Equity Interest (“Purchase Price”)
shall be equal to the registered capital paid by Party B for the Purchased Equity Interest, unless applicable laws
and regulations require appraisal of the Purchased Equity Interest or any other restriction on the Purchase Price.


 


1.3.2.          If
applicable laws require appraisal of the Purchased Equity Interest or any other restrictions on the Purchase Price
in connection with exercise of the Purchase Option by Parties A, Party A and Party B agree that the Purchase
Price of the Purchased Equity Interest shall be the lowest price permissible under applicable laws.


 


	 	1.4	Transfer of the Purchased Equity Interest


 


When Party A exercises the Purchase
Option:


 


1.4.1.          Party
B shall cause Party C to promptly convene a shareholders’ meeting or through written consent, during which a resolution
shall be adopted to approve transfer of the equity interest to Party A and/or the Designated Person;


 


1.4.2.          Party
B shall enter into an equity interest transfer agreement with Party A and/or the Designated Person pursuant to the terms and conditions
of this Agreement and the Purchase Notice;


 


1.4.3.          The Parties
shall execute all other contracts, agreements or documents, obtain all governmental approvals and consents, and conduct all actions
that are necessary to transfer the ownership of the Purchased Equity Interest to Party A and/or the Designated Person free from
any security interest and cause Party A and/or the Designated Person to be registered as the owner of the Purchased Equity Interest. 
For the purpose of this Section 1.4.3 and this Agreement, “Security Interest” includes guarantees, mortgages,
pledges, third-party rights or interests, any purchase option, right of acquisition, right of first refusal, right
of set-off, ownership detainment or other security arrangements, but excludes any security interest arising from this Agreement
or the Equity Pledge Agreement.


 


1.4.4.          Party
B and Party C shall unconditionally use its best efforts to assist Party A in obtaining the governmental approvals,
permits, registrations, filings and complete all formalities necessary for the transfer of the Purchased Equity Interest.


 


	2.	Covenants regarding the Equity Interest


 


	 	2.1	Party C hereby covenants that:


 


2.1.1        Without
prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease
the registered capital, or otherwise change the registered capital structure of Party C;


 


2.1.2        It
will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance
with fair financial and business standards and customs;


 


2.1.3        Without
prior written consent of Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any
assets, businesses or income of Party C, or permit existence of such security interest;


 






     


     


    




 


2.1.4        Without
prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any
debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any
debt which has been disclosed to and obtained the written consent from Party A; 


 


2.1.5        It
will always conduct business operations in the ordinary course to maintain its asset value, and refrain from any action/omission
that may adversely affect its business operations and asset value;


 


2.1.6        Without
prior written consent by Party A, not to enter into any material agreement other than those executed in its ordinary course of
business (for purpose of this Section 2.1.6, a material agreement means any agreement with a contact value exceeding 50,000
Baht.


 


2.1.7        Without
prior written consent by Party A, it will not provide any loan or guaranty to any person;


 


2.1.8        Upon
Party A’s request, it will provide Party A with information regarding its operations and financial conditions;


 


2.1.9        It
will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be
the same with those maintained by the companies having similar operations, properties or assets in the same region;


 


2.1.10      Without
prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;


 


2.1.11      It will
immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding
its assets, business and income;


 


2.1.12      In order
to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite
or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;
and


 


2.1.13      Without
prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.


 


	 	2.2	Party B hereby covenants that:


 


2.2.1        Without
prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the
registered capital, or otherwise change the registered capital structure of Party C;


 


2.2.2        Without
the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest
of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set
upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;


 


2.2.3        It
will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to
approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of
Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity
interests held by Party B pursuant to the Equity Pledge Agreement;


 


2.2.4        It
will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to
approve merger, consolidation, purchase or investment with or any person by Party C;


 






     


     


    

 


2.2.5        It
will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding
regarding its assets, business and income;


 


2.2.6        It
will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder; 


 


2.2.7        In
order to keep its ownership of the equity interests of Party C, it will execute all requisite or appropriate documents, conduct
all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against
all claims;


 


2.2.8        At
the request of Party A, it will appoint any person nominated by Party A to the board of Party C;


 


2.2.9        At
the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or
any Designated Person.  If the equity interest of Party C could by sold or transferred to any party other than Party A or
the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;


 


2.2.10      It will
strictly comply with the provisions of this Agreement and other agreements executed by Party B, duly perform all obligations under
such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and


 


	 	2.3	Party A hereby covenants that:


 


To satisfy the cash flow requirements with regard
to the business operations of Party C or make up Party C’s losses accrued through such operations, Party A agrees that it
shall, through itself or its designated person, provide financial support to Party C.


 


	3.	Representations and Warranties


 


Each of Party B and Party C represents and warrants,
jointly and severally, to Party A that as of the date of this Agreement:


 


3.1        It
has the rights and powers to execute and deliver this Agreement and any equity interest transfer agreement (the “Transfer
Agreement”) executed for each transfer of the Purchased Equity Interest contemplated hereunder to which it is a party,
and perform its obligations under this Agreement and any Transfer Agreement.  Once executed, this Agreement and the Transfer
Agreement to which it is a party will be its legal, valid and binding obligations and enforceable against it according to the terms
of this Agreement and the Transfer Agreement.


 


3.2        None
of its execution, delivery and performance of this Agreement or any Transfer Agreement will: (i) breach any applicable laws;
(ii) conflict with its memorandum of association or any other organizational documents; (iii) breach any agreement or
document to which it is a party or binding upon it, or constitute breach of any such agreement or document; (iv) breach any
condition on which basis any of its permits or approvals is granted and/or will continue to be effective; or (v) cause any
of its permits or approvals to be suspended, cancelled or imposed with additional conditions.


 


3.3        Party
B has good and entire ownership of and creates no security interest or encumbrance upon any of his assets and/or equity interests
of the Party C.


 


3.4        Party
C has no outstanding debt, except for those (i) incurred during its ordinary course of business, and (ii) disclosed to
and approved in writing by Party A.


 


3.5        Party
C is in compliance with all applicable laws and regulations.


 






     


     


    

 


 


	4.	Effectiveness and Term



 


4.1        This
Agreement shall be effective as of the date of its execution.  


 


4.2        The
term of this Agreement is ten (10) years. This Agreement may be extended for another ten (10) years upon Party A’s
written confirmation prior to the expiration of this Agreement, and so forth thereafter.


 


4.3        During
the term provided in Section 4.2, if Party A or Party C is terminated at expiration of their respective operation
term (including any extension of such term) or by any other reason, this Agreement shall be terminated upon such termination.


 


	5.	Termination


 


5.1        At
any time during the term of this Agreement and any extended term hereof, if Party A cannot exercise the Purchase Option pursuant
to Section 1 due to then applicable laws, Party A can, at its own discretion, unconditionally terminate
this Agreement by issuing a written notice to Party B without any liability.


 


5.2        If
Party C is terminated due to bankruptcy, dissolution or being ordered to close down by the laws during
the term of this Agreement and its extension period,, the obligations of Party B hereunder shall be terminated upon
the termination of Party C; notwithstanding anything to the contrary, Party B shall immediately repay the principal and any
interest accrued thereupon under any loan agreement between the Party A and Party B.


 


5.3        Except
under circumstances indicated in Section 5.2, Party B may not unilaterally terminate this Agreement at
any time during the term and extension periods of this Agreement without Party A’s written consent.


 


	6.	Taxes and Expenses


 


Each Party shall bear any and
all taxes, costs and expenses related to transfer and registration as required by the laws of Thailand incurred by or
imposed on such Party arising from the preparation and execution of this Agreement and the consummation
of the transaction contemplated hereunder.


 


	7.	Breach of Contract


 


7.1        If either Party
(“Defaulting Party”) breaches any provision of this Agreement, which causes damage to other
Parties (“Non-defaulting Party”), the Non-defaulting Party could notify the Defaulting Party in writing and
request it to rectify and correct such breach of contract; if the Defaulting Party fails to take any action satisfactory
to the Non-defaulting Party to rectify and correct such breach within fifteen (15) days upon the issuance of the
written notice by the Non-defaulting Party, the Non-defaulting Party may take the actions pursuant to this
Agreement or take other remedies in accordance with the laws.


 


7.2        The
following events shall constitute a default by Party B:


 


	 	(1)	Party B breaches any provision of this Agreement, or any representation or warranty made Party B under this Agreement is untrue or proves inaccurate in any material aspect;


 


	 	(2)	Party B assigns or otherwise transfers or disposes of any of its rights under this Agreement without the prior written consent by Party A; or


 


	 	(3)	Any breaches by Party B which renders this Agreement and the Equity Pledge Agreement unenforceable.


 






     


     


    

 


7.3        Should
a breach of contract by Party B or violation by Party B of the Equity Pledge Agreement occur, Party A may request
Party B to immediately transfer all or any part of the Purchased Equity Interests to Party A or the
Designated Person pursuant to this Agreement; and 


 


	8.	Notices


 


Notices or other communications required
to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by
mail or facsimile transmission to the addresses of the other Parties set forth below or other designated addresses notified
by such other Parties to such Party from time to time. The date when the notice is deemed to be duly served shall
be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice
sent by mail is deemed duly served on the seventh (7th) day after the date when the air registered mail with postage
prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally
recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt
time as is shown on the transmission confirmation of relevant documents.


 


If to Party A: One Belt One Network Holdings
Limited


Address: Vistra Corporate Service Centre, Wickhams Cay
II, Road Town, Tortola, British Virgin Islands, VG1110


Attention: Ratanaphon Wongnapachant


Fax:


 


If to Party B: Chanikarn Lertchawalitanon 


Address: 150 Burapaphirom, Phra Nakom


Bangkok, Thailand


Fax:


 


If to Party C: OBON
Corporation Company Limited


Address: 121/34, RS Tower,
8th Floor, Ratchadaphisek Road, Din Daeng Sub-district, din Daeng District, Bangkok, Thailand


Attention: Ratanaphon Wongnapachant


Fax: +662 0402455


 


	9.	Applicable Law and Dispute Resolution


 


9.1         The formation,
validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by
the laws of Thailand.


 


9.2         The Parties
shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. 
In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made
by any Party, any Party can submit such matter to The Thai Arbitration Institute Office of The Judiciary, Ministry of
Justice for arbitration in accordance with its then effective rules. The arbitration shall take place in Bangkok. The arbitration
award shall be final and binding upon all the Parties. 


 


	10.	Confidentiality


 


All Parties acknowledge and
confirm that any oral or written materials exchanged by and between the Parties in connection with this
Agreement are confidential. All Parties shall keep in confidence all such information and not disclose it to any third
party without prior written consent from other Parties unless: (a) such information is known or will be known by
the public (except by disclosure of the receiving party without authorization); (b) such information is required to be
disclosed in accordance with applicable laws or rules or regulations; or (c) if any information is required to
be disclosed by any party to its legal or financial advisor for the purpose of the transaction of this Agreement, such legal
or financial advisor shall also comply with the confidentiality obligation similar to that stated hereof.  Any
disclosure by any employee or agency engaged by any Party shall be deemed the disclosure of such Party and such Party shall
assume the liabilities for its breach of contract pursuant to this Agreement. This Article shall survive expiration or
termination of this Agreement.


 






     


     


    

 


	11.	Miscellaneous


 


11.1         The
headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret,
explain or otherwise affect the meaning of the provisions of this Agreement.


 


11.2         The
Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions
and purpose of this Agreement.


 


11.3         The
Parties confirm that this Agreement shall, upon its effectiveness, constitute the entire agreement and common understanding of
the Parties with respect to the subject matters herein and fully supersede all prior verbal and/or written agreements
and understandings with respect to the subject matters herein.


 


11.4         The
Parties may amend and supplement this Agreement in writing.  Any amendment and/or supplement to this Agreement by the Parties
is an integral part of and has the same effect with this Agreement


 


11.5         This
Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and
the permitted assigns.


 


11.6         Any Party’s
failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of
such rights and would not affect its future exercise of such rights.


 


11.7         If
any provision of this Agreement is held void, invalid or unenforceable by a court of competent jurisdiction, governmental
agency or arbitration authority, the validity, legality and enforceability of the other provisions hereof shall not be affected
or impaired in any way. The Parties shall cease performing such void, invalid or unenforceable provisions and revise such
void, invalid or unenforceable provisions only to the extent closest to the original intention thereof to recover its validity
or enforceability for such specific facts and circumstances.


 


11.8         Unless
with prior written consent from Party A, none of Party B or Party C may assign any of its rights and obligations under this Agreement
to any third party.


 


11.9         This
Agreement is made in (3) originals with each Party holding one (1) original.


 


[Remainder of Page Left Blank]


 






     


     


    




 


(Signature Page
to Exclusive Purchase Option Agreement)


 


IN WITNESS THEREOF, each Party
has signed or caused its authorized representative to sign this Agreement as of the date first written above.


 


	Party A: One Belt One Network Holdings Limited	 
	 	 	 	 
	/s/ Wai Hok Fung 	    [Seal]	 
	By:  	Wai Hok Fung	 	 
	 	Director	 	 
	 	 	 	 
	 	 	 	 
	Party B: Chanikarn Lertchawalitanon	 	 
	 	 	 
	 /s/ Chanikarn Lertchawalitanon	 	 
	By: 	Chanikarn Lertchawalitanon	 	 
	 	 	 
	 	 	 	 
	Party C: OBON Corporation Company Limited	 	 
	 	 	 	 
	/s/ Ratanaphon Wongnapachant	    [Seal]	 
	By:  	Ratanaphon Wongnapachant	 	 
	 	Director