WARRANT
SUBSCRIPTION AGREEMENT

    


    This
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 9th day of
September, 2010 by and between S.E. Asia Emerging Market Co., Ltd, a British
Virgin Islands business company (the “Company”), having its principal place of
business at 75 Bukit Timah Road #05-02, Boon Siew Building, Singapore 229833 and
the other signatories to this Agreement (the “Existing
Shareholders”).

     

    WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”) an
aggregate of 1,380,000 warrants (the “Warrants”) of the Company for a purchase
price of $0.25 per Warrant.  Each Warrant is exercisable to purchase
one ordinary share of the Company, no par value (the “Ordinary Shares”), at an
exercise price of $6.00 per Ordinary Share during the period commencing on the
later of: (i) one (1) year from the date of the prospectus relating to the
Company’s IPO (as defined below) and (ii) the consummation of an acquisition,
share exchange, share reconstruction and amalgamation or contractual control
arrangement with, purchase of all or substantially all of the assets of, or any
other similar business combination with one or more operating businesses or
assets (a “Business Combination”) and expiring on the fifth anniversary of the
date of the prospectus relating to the Company’s IPO.

     

    WHEREAS,
the Existing Shareholders wishes to purchase the Warrants and the Company wishes
to accept such subscription.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Existing Shareholders
hereby agree as follows:

     

    1. Agreement to
Subscribe

     

    1.1.
Purchase and Issuance
of the Warrants. Upon the terms and subject to the conditions of this
Agreement, the Existing Shareholders hereby agree to purchase from the Company,
and the Company hereby agrees to sell to the Existing Shareholders, on the
Closing Date (as defined in Section 1.2), the Warrants for an aggregate purchase
price of $345,000 (the “Purchase Price”).

     

    1.2.
Closing. The
closing (the “Closing”) of the Offering, shall take place at the offices of
Ellenoff Grossman & Schole LLP, 150 East 42nd Street, New York, New York,
10017, on or prior to the effective date of the registration statement relating
to the Company’s initial public offering (“IPO”) of 1,100,000 units consisting
of (i) one subunit consisting of one Ordinary Share and one Class B Warrant and
(ii) one Class A Warrant (the “Closing Date”).

     

    1.3.
Delivery of the
Purchase Price. At or prior to the Closing the Existing Shareholders
agree to deliver their pro rata portion of the Purchase Price by certified bank
check or wire transfer of immediately available funds denominated in United
States Dollars to either: (i) Ellenoff Grossman & Schole LLP who is hereby
irrevocably authorized to deposit such funds at the Closing of the IPO to the
trust account which will be established for the benefit of the Company’s public
shareholders, managed pursuant to that certain Investment Management Trust
Agreement to be entered into by and between the Company and a trustee and into
which a substantial amount of the proceeds of the IPO will be deposited (the
“Trust Account”) or (ii) directly into the Trust Account.  If the IPO
is not consummated, the Purchase Price shall be returned to the Existing
Shareholders as soon as practicable by certified bank check or wire transfer of
immediately available funds denominated in United States
Dollars.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.4 Delivery of Warrant
Certificate.  Upon delivery of the Purchase Price in accordance
with Section 1.3, the Existing Shareholders shall become irrevocably entitled to
receive  warrant certificates representing the Warrants; provided, however, if the
Company notifies the Existing Shareholders the IPO will not be consummated and
the Purchase Price will be returned in accordance with the last sentence of
Section 1.3, the Company shall have no obligation to provide any such
certificates representing the Warrants to the Existing
Shareholders.

    


    2. Representations and Warranties of
the Existing Shareholders

     

    Each
Existing Shareholder, individually and not jointly and severally, represents and
warrants to the Company that:

     

    2.1.
No Government
Recommendation or Approval. The Existing Shareholder 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 Company, the
Offering or the Ordinary Shares underlying the Warrants (the “Warrant Shares”
and, collectively with the Warrants, the “Securities”).

     

    2.2.
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation
by the Existing Shareholder of the transactions contemplated hereby do not
violate, conflict with or constitute a default under (i) the formation or
governing documents of the Existing Shareholder, in the case that it is an
entity, (ii) any agreement, indenture or instrument to which the Existing
Shareholder is a party or (iii) any law, statute, rule or regulation to which
the Existing Shareholder is subject, or any agreement, order, judgment or decree
to which the Existing Shareholder is subject.

     

    2.3.
Organization and
Authority.  Each Existing Shareholder, if an entity, is validly existing
and in good standing under the laws of the jurisdiction of its domicile and
possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.  Upon execution and delivery by the
Existing Shareholders, this Agreement is a legal, valid and binding agreement of
the Existing Shareholders, enforceable against the Existing Shareholders 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).

     

    2.4.
Non-U.S.
Person.  None of Existing Shareholders Andrew Sing Tak So, Boon How Lee,
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”).

     

    
      
         


      

      
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    2.5.
Experience, Financial
Capability and Suitability.  The Existing Shareholder is (i)
sophisticated in financial matters and is able to evaluate the risks and
benefits of the investment in the Securities and (ii) able to bear the economic
risk of his investment in the Securities for an indefinite period of time
because the Securities 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.  The Existing Shareholder
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.  The Existing Shareholder must bear the
economic risk of this investment until the Securities are sold pursuant to: (i)
an effective registration statement under the Securities Act; or (ii) an
exemption from registration is available with respect to such sale.  The
Existing Shareholder is able to bear the economic risks of an investment in the
Securities and to afford a complete loss of the Existing Shareholder’s
investment in the Securities.

    


    2.6.
Access to Information;
Independent Investigation.  Prior to the execution of this Agreement, the
Existing Shareholder 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, the Existing Shareholder has relied solely on the Existing
Shareholder’s own knowledge and understanding of the Company and its business
based upon the Existing Shareholder’s own due diligence investigation and the
information furnished pursuant to this paragraph.  The Existing Shareholder
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
the Existing Shareholder 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.

     

    2.7.
Investment
Purposes.  The Existing Shareholder is purchasing the Securities solely
for investment purposes, for the Existing Shareholder’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 Existing Shareholder has no
present arrangement to sell the interest in the Securities to or through any
person or entity.

     

    2.8.
Restrictions on
Transfer. The Existing Shareholder understands the Securities are being
offered in a transaction not involving a public offering within the meaning of
the Securities Act. The Securities have not been registered under the Securities
Act, and, if in the future the Existing Shareholders decides to offer, resell,
pledge or otherwise transfer the Securities, such Securities 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. The Existing Shareholder agrees that if any transfer of its
Securities or any interest therein is proposed to be made, as a condition
precedent to any such transfer, the Existing Shareholder may be required to
deliver to the Company an opinion of counsel satisfactory to the Company.
Absent registration or an exemption, the Existing Shareholder agrees not to
resell the Securities.  The Existing Shareholder further acknowledges that
because the Company is a shell company, Rule 144 may not be available to the
Existing Shareholder for the resale of the Securities until one (1) 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.

     

    
      
         


      

      
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    2.9.
No Governmental
Consents.  No governmental, administrative or other third party consents
or approvals are required, necessary or appropriate on the part of the Existing
Shareholder in connection with the transactions contemplated by this Agreement.


     

    2.10.
Reliance on
Representations and Warranties. The Existing Shareholder understands the
Warrants are being offered and sold to the Existing Shareholder in reliance on
exemptions from the registration requirements under the Securities Act, and
analogous provisions in the laws and regulations of various states, and that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Existing
Shareholder set forth in this Agreement in order to determine the applicability
of such provisions.

     

    2.11.
No
Advertisements. The undersigned is not subscribing for the Warrants as a
result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or
meeting.

     

    2.12.
Legend. The
Existing Shareholder acknowledges and agrees the certificates evidencing the
Warrants and the Warrant Shares shall bear a restrictive legend (the “Legend”),
in form and substance as set forth in Section 4 hereof.

     

    3. Representations and Warranties of
the Company

     

    The
Company represents and warrants to the Existing Shareholders that:

     

    3.1.
Valid Issuance of
Capital Stock. The total number of all classes of capital shares which
the Company has authority to issue is (i) an unlimited number of Ordinary Shares
and (ii) 5,000,000 preferred shares. As of the date hereof, the Company has
issued 316,250 shares (up to 41,250 of which are subject to cancellation if the
underwriter’s over-allotment option is not exercised in full). Of such 316,250
ordinary shares, 175,694 (22,916 of which are subject to cancellation if the
underwriter’s over-allotment option is not exercised in full) shall be subject
to lockup agreements and canceled if the target of any business combination
fails to remain an operating company one year after such business combination.
The remaining 140,556 shares (18,334 of which are subject to cancellation if the
underwriter’s over-allotment option is not exercised in full) will be subject to
lockup but will not be subject to any such cancellation. The Company has not
issued any preferred shares. All of the issued capital shares of the Company
have been duly authorized, validly issued, and are fully paid and
non-assessable.

     

    3.2.
Title to
Warrants. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Warrant Agreement, as the case may be, each of the Warrants
and the Warrant Shares will be duly and validly issued, fully paid and
non-assessable. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Warrant Agreement, as the case may be, the Existing
Shareholders will have or receive good title to the Warrants, free and clear of
all liens, claims and encumbrances of any kind, other than (i) any transfer
restrictions hereunder and under the other agreements contemplated hereby and
(ii) transfer restrictions under federal and state securities laws.

     

    
      
         


      

      
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    3.3.
Organization and
Qualification. The Company is a business company organized with limited
liability and existing in good standing under the laws of the British Virgin
Islands and has the requisite corporate power to own its properties and assets
and to carry on its business as now being conducted.

     

    3.4.
Authorization;
Enforcement. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement and to
issue the Warrants and the Warrant Shares in accordance with the terms hereof,
(ii) the execution, delivery and performance of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors or shareholders is
required, and (iii) this Agreement constitutes valid and binding
obligations of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except
as enforcement of rights to indemnity and contribution may be limited by federal
and state securities laws or principles of public policy.

     

    3.5.
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation
by the Company of the transactions contemplated hereby do not (i) result in
a violation of the Company’s Memorandum and Articles of Association,
(ii) conflict with, or constitute a default under 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. Other than any Securities Exchange
Commission, state or foreign securities filings which may be required to be made
by the Company subsequent to the Closing, and any registration statement which
may be filed pursuant thereto, the Company is not required under federal, state
or local law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under
this Agreement or issue the Warrants or the Ordinary Shares issuable upon
exercise thereof in accordance with the terms hereof.

     

    4. Legends

     

    4.1.
Legend. The
Company will issue the Warrants, and when issued, the Warrant Shares, purchased
by the Existing Shareholders, in the name of the Existing Shareholders. The
Securities held by non-U.S. Persons will bear substantially the following legend
and appropriate “stop transfer” instructions:

     

    
      
         


      

      
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    “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.”

     

    The
Securities held by U.S. Persons will bear substantially the following legend and
appropriate “stop transfer” instructions:

     

    “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.”

     

    4.2.
The Existing
Shareholders’ Compliance. Nothing in this Section 4 shall affect in
any way the Existing Shareholders’ obligations and agreements to comply with all
applicable securities laws upon resale of the Securities.

     

    4.3.
Company’s Refusal to
Register Transfer of the Securities. The Company shall refuse to register
any transfer of the Securities, if in the sole judgment of the Company such
purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or (ii) pursuant to
an available exemption from the registration requirements of the Securities
Act.

     

    4.4.
Registration
Rights.  Subscriber will be entitled to certain registration
rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into with the Company on or prior to the
closing of the IPO.


    
      
         


      

      
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    5. Lockup

     

    The
Warrants will be subject to a lockup described in that certain Insider Letter
pursuant to which the Warrants shall not be transferable, saleable or assignable
until after the consummation of a Business Combination, subject to certain
limited exceptions.

     

    6. Securities Laws
Restrictions

     

    The
Existing Shareholders agree not to sell, transfer, pledge, hypothecate or
otherwise dispose of all or any part of the Securities unless, prior thereto
(a) a registration statement on the appropriate form under the Securities
Act and applicable state securities laws with respect to the Securities proposed
to be transferred shall then be effective or (b) the Company shall have
received an opinion from counsel reasonably satisfactory to the Company, that
such registration is not required because such transaction complies with the
Securities Act and the rules promulgated by the SEC thereunder and with all
applicable state securities laws.

     

    7. Waiver of Liquidation
Distributions

     

    In
connection with the Securities purchased pursuant to this Agreement, the
Existing Shareholders hereby waive any and all right, title, interest or claim
of any kind in or to any distributions 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 proceeds of the IPO will be deposited (the “Trust
Account”). In no event will the Existing Shareholders have the right to exercise
any Warrants prior to the later of: (i) one year from the date of the
prospectus relating to the Company’s IPO and (ii) the consummation of an initial
Business Combination.

     

    8. Forfeiture of
Warrants

     

    8.1.
Failure to Consummate
Business Combination. The Warrants shall be forfeited to the Company upon
the liquidation of the Trust Account in the event an initial Business
Combination is not consummated within 24 months from the effective date of the
Company’s prospectus distributed in connection with the IPO (the
“prospectus”).

     

    8.2.
Termination of
Rights. If the Warrants are forfeited in accordance with this
Section 8, then after such time the Existing Shareholders (or their
successors in interest), shall no longer have any rights as a holder of such
Warrants, and the Company and/or its agents shall take such action as is
appropriate to cancel such Warrants on the books and records of the
Company.

     

    9. Rescission Right Waiver and
Indemnification

     

    9.1.
Rescission
Waiver.  The Existing Shareholders understand and acknowledge
an exemption from the registration requirements of the Securities Act requires
there be no general solicitation of purchasers of the Warrants. In this regard,
if the IPO were deemed to be a general solicitation with respect to the
Warrants, the offer and sale of such Warrants may not be exempt from
registration and, if not, the Existing Shareholders may have a right to rescind
their purchase of the Warrants. In order to facilitate the completion of the
Offering and in order to protect the Company, its shareholders and the trust
account from claims that may adversely affect the Company or the interests of
its shareholders, the Existing Shareholders hereby agree to waive, to the
maximum extent permitted by applicable law, any claims, right to sue or rights
in law or arbitration, as the case may be, to seek rescission of its purchase of
the Warrants. The Existing Shareholders acknowledge and agree this waiver is
being made in order to induce the Company to sell the Warrants to the Existing
Shareholders. The Existing Shareholders agree the foregoing waiver of rescission
rights shall apply to any and all known or unknown actions, causes of action,
suits, claims or proceedings (collectively, “Claims”) and related losses, costs,
penalties, fees, liabilities and damages, whether compensatory, consequential or
exemplary, and expenses in connection therewith, including reasonable attorneys’
and expert witness fees and disbursements and all other expenses reasonably
incurred in investigating, preparing or defending against any Claims, whether
pending or threatened, in connection with any present or future actual or
asserted right to rescind the purchase of the Warrants hereunder or relating to
the purchase of the Warrants and the transactions contemplated
hereby.

     

    
      
         

      

      
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    9.2.  No Recourse Against Trust
Account.  The Existing Shareholders agree not to seek recourse
against the Trust Account for any reason whatsoever in connection with their
purchase of the Warrants or any Claim that may arise now or in the
future.

     

    9.3.  Third Party
Beneficiaries.  The Existing Shareholders acknowledge and
agrees the shareholders of the Company are and shall be third-party
beneficiaries of the foregoing provisions of this Agreement.

     

    9.4.  Section 9
Waiver.  The Existing Shareholders agree that to the extent any
waiver of rights under this Section 9 is ineffective as a matter of law, the
Existing Shareholders have offered such waiver for the benefit of the Company as
an equitable right that shall survive any statutory disqualification or bar that
applies to a legal right. The Existing Shareholders acknowledge the receipt and
sufficiency of consideration received from the Company hereunder in this
regard.

     

    10. Terms of the
Warrant

     

    The
Warrants are substantially identical to the Class A warrants included in the
units offered in the IPO as set forth in the Warrant Agreement to be entered
into with a mutually agreeable warrant agent on or prior to the closing of the
IPO, except the Warrants: (i) will be subject to transfer restrictions,
(ii) 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 the Registration
Rights Agreement, (iii) will be non-redeemable so long as they are held by the
initial holder thereof (or any of its permitted transferees), and (iv) are
exercisable on a “cashless” basis if held by the Existing Shareholders or its
permitted assigns and in the absence of an effective registration statement
covering the ordinary shares underlying the warrants.

     

    11. Governing Law; Jurisdiction;
Waiver of Jury
Trial

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
British Virgin Islands for agreements made and to be wholly performed within
such country. The parties hereto hereby waive any right to a jury trial in
connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


    
      
         


      

      
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    12. Assignment; Entire Agreement;
Amendment

     

    12.1.
Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to
any other person other than by the Existing Shareholders to persons agreeing to
be bound by the terms hereof.

     

    12.2.
Entire
Agreement. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
any and all prior discussions, agreements and understandings of any and every
nature.

     

    12.3.
Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.

     

    12.4.
Binding upon
Successors. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.

     

    13. Notices;
Indemnity

     

    13.1
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 Exhibit A 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.

     

    13.2
Indemnification. Each
party shall indemnify the other party 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 set forth
in this Agreement. For purposes of such indemnification, all responsibility and
warranties hereunder by the Existing Shareholders shall be deemed to be made
severally and no Existing Shareholder shall be liable to any other party hereto
for any breach of a representation or warranty of another Existing
Shareholder.

     

    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 party, it being understood that both 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.


    
      
         


      

      
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    15. Survival;
Severability

     

    15.1.
Survival. The
representations, warranties, covenants and agreements of the parties hereto
shall survive the Closing and one (1) year following the consummation of an
initial Business Combination.

     

    15.2.
Severability.
In the event that any provision of this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision; provided that no such
severability shall be effective if it materially changes the economic benefit of
this Agreement to any party.

     

    16. Headings

     

    The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

     

    17. 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.

    


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    This
subscription is accepted by the Company as of the date first written
above.

    


    
      
        
          	 
      	 
      	
                  S.E.
      ASIA EMERGING MARKET CO., LTD

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ivan Hajadi

                
	 
      	 
      	
                    Name:  Ivan
      Hajadi

                
	 
      	 
      	
                    Title:
      Chief Executive Officer

                


        

      

    

    


    Accepted
and agreed this

    9th day of
September, 2010

    


    EXISTING
SHAREHOLDERS

    


    
      
        
          
            
              
                
                  	 
      	
                          PARALLAX
      VENTURE

                          PARTNERS
      XX LTD.

                        	 
	 
      	 
      	 
	
                          By:

                        	
                          /s/
      Eugene Cho Park

                        	 
	
                          Name:

                        	
                          Eugene
      Cho Park

                        	 
	
                          Title:

                        	 
      	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          276,000

                        	 
	 
      	 
      	 
	 
      	
                          /s/
      Pranata Hajadi

                        	 
	
                          Name:

                        	
                          Pranata
      Hajadi

                        	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          220,800

                        	 
	 
      	 
      	 
	 
      	
                          /s/
      Ivan Hajadi

                        	 
	
                          Name:

                        	
                          Ivan
      Hajadi

                        	 
	 
      	 
      	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          269,100

                        	 


                

              

            

          

        

      

    

     

    
      
         


      

      
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                          SIRIUS
      INVESTMENT INC.

                        	 
	 
      	 
      	 
	
                          By:

                        	
                          /s/ Eugene Hin Sun Wong

                        	 
	
                          Name:

                        	
                          Eugene
      Hin Sun Wong

                        	 
	 
      	 
      	 
	
                          Title:

                        	 
      	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          276,000

                        	 
	 
      	 
      	 
	 
      	
                          /s/ James Preissler

                        	 
	
                          Name:

                        	
                          James
      Preissler

                        	 
	 
      	 
      	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          138,000

                        	 
	 
      	 
      	 
	 
      	
                          /s/ Andrew Sing Tak So

                        	 
	
                          Name:

                        	
                          Andrew
      Sing Tak So

                        	 
	 
      	 
      	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          6,900

                        	 
	 
      	 
      	 
	 
      	
                          RAMPANT
      DRAGON, LLC

                        	 
	 
      	 
      	 
	
                          By:

                        	
                          /s/ William B. Heyn

                        	 
	 
      	 
      	 
	
                          Name:

                        	
                          William
      B. Heyn

                        	 
	 
      	 
      	 
	
                          Title:

                        	 
      	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          138,000

                        	 
	 
      	 
      	 
	 
      	
                          /s/ Boon How Lee

                        	 
	 
      	 
      	 
	
                          Name:

                        	
                          Boon
      How Lee

                        	 
	
                          Address:

                        	 
      	 
	 
      	 
      	 
	
                          Warrants:

                        	
                          55,200

                        	 


                

              

            

          

        

      

    

     

    
      
         


      

      
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