Unassociated Document


    AMENDED
AND RESTATED WARRANT SUBSCRIPTION AGREEMENT

    


    This
AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”), is made
as of this 11th day of
February, 2011, 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,
Maxim Group LLC (“Maxim Group”) and the other signatories to this Agreement
(each an “Existing Shareholder” and together with Maxim Group, the
“Investors”).

    


    WHEREAS,
the Company and the Existing Shareholders entered into a Warrant Subscription
Agreement (the “Original Subscription Agreement”) on September 9, 2010, pursuant
to which the Existing Shareholders agreed to purchase warrants of the
Company;

    


    WHEREAS,
the parties intend this Agreement to modify, amend and supercede the Original
Subscription Agreement;

     

    WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”) an
aggregate of 1,585,714 warrants (the “Warrants”)
of the Company for a purchase price of $0.35 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,
Investors wish 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 Investors 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, Investors hereby agree to purchase from the Company, and the Company
hereby agrees to sell to Investors, on the Closing Date (as defined in Section
1.2), the Warrants for an aggregate purchase price of $555,000 (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, Investors 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 Investors 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 Investors shall become irrevocably entitled to receive
warrant certificates representing the Warrants; provided, however, if the
Company notifies the Investors 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 Investors.

    


    2. Representations and Warranties of
the Investors

     

    Each
Investor represents and warrants to the Company, solely with respect to such
Investor, that:

     

    2.1.
No Government
Recommendation or Approval. The Investor 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 Investor of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the formation or governing documents
of the Investor, in the case that it is an entity, (ii) any agreement,
indenture or instrument to which the Investor is a party or (iii) any law,
statute, rule or regulation to which the Investor is subject, or any agreement,
order, judgment or decree to which the Investor is subject.

     

    2.3.
Organization and
Authority.  Investor, 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
Investor, this Agreement is a legal, valid and binding agreement of the
Investor, enforceable against the Investor 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, Pranata Hajadi 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 Investors 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.  Investor 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 their own interests.  The Investor 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 Investor is
able to bear the economic risks of an investment in the Securities and to afford
a complete loss of its investment in the Securities.

    


    2.6.
Access to Information;
Independent Investigation.  Prior to the execution of this
Agreement, the Investor 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 Investor has relied solely on the Investor’s own
knowledge and understanding of the Company and its business based upon
Investor’s own due diligence investigation and the information furnished
pursuant to this paragraph.  The Investor 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 Investor 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 Investor is purchasing the Securities solely for
investment purposes, for its own respective accounts and not for the account or
benefit of any U.S. person, and not with a view towards the distribution or
dissemination thereof and none of the Investors have a present arrangement to
sell the interest in the Securities to or through any person or
entity.

     

    2.8.
Restrictions on
Transfer. The Investor understands the Securities are being offered in a
transaction not involving a public offering in reliance on a private placement
exemption pursuant to Regulation D or Regulation S, as applicable within the
meaning of the Securities Act. The Securities have not been registered under the
Securities Act, and, if in the future the Investor 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 or Regulation D, as applicable, (B) pursuant to a
registration under the Securities Act, or (C) pursuant to an available exemption
from registration.  The Investor 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 Investor may be required to deliver to the
Company an opinion of counsel satisfactory to the Company.  Absent
registration or an exemption, the Investor agrees not to resell the
Securities.  The Investor further acknowledges that because the
Company is a shell company, Rule 144 may not be available to them 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
Investor in connection with the transactions contemplated by this
Agreement. 

     

    2.10.
Reliance on
Representations and Warranties. The Investor understands the Warrants are
being offered and sold to them 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 Investor set forth in this Agreement in order to determine
the applicability of such provisions.

     

    2.11.
No
Advertisements. The Investors are 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
Investor 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 Investors 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) which shares shall
be subject to lockup agreements. 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 Investors 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.

     

    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.


    
      
         


      

      
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    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 Investors, in the name of such Investors. The Securities held by non-U.S.
Persons will bear substantially the following legend and appropriate “stop
transfer” instructions:


     

    “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.”


    
      
         


      

      
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    “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.
Investors’
Compliance. Nothing in this Section 4 shall affect in any way
Investors’ 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.

     

    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.


    
      
         


      

      
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    6. Securities Laws
Restrictions

     

    Each of
the Investors 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
Investors 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 Investors 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 Investors (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 Investors 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
Investors 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 Investors 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 Investors acknowledge and agree
this waiver is being made in order to induce the Company to sell the Warrants to
them. The Investors 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.  Each of the Investors 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 Investors acknowledge and agree that the
shareholders of the Company are and shall be third-party beneficiaries of the
foregoing provisions of this Agreement.

     

    9.4.  Section 9
Waiver.  Each of the Investors agree that to the extent any
waiver of rights under this Section 9 is ineffective as a matter of law, they
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 Investors 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 Investors, or their 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.

     

    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 Investors 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.


    
      
         


      

      
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    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 Investors shall be deemed to be made severally and
no Investor shall be liable to any other party hereto for any breach of a
representation or warranty of another Investor.

     

    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.

     

    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.


    
      
         


      

      
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    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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of page intentionally left blank]


    
      
         


      

      
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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:

                    	 
      
	 
      	
                      Name:  Ivan
      Hajadi

                    
	 
      	
                      Title:
      Chief Executive
Officer

                    


            

          

        

      

    

    


    Accepted
and agreed this

    11th day of
February, 2011

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            EXISTING
      SHAREHOLDERS

                          
	 
      	 
      
	 
      	
                            PARALLAX
      VENTURE

                              
      PARTNERS XX LTD.

                          
	 
      	 
      
	
                            By:

                          	
                             

                          
	
                            Name:

                          	
                            Eugene
      Cho Park

                          
	
                            Title:

                          	 
      
	
                            Address:

                          	 
      
	 
      	 
      
	
                            Warrants:

                          	
                            282,857

                          
	 	 
	 
      	
                             

                          
	
                            Name:

                          	

                            Pranata
      Hajadi

                          
	
                            Address:

                          	 
      
	 
      	 
      
	
                            Warrants:

                          	
                            226,286

                          
	  	
                             
    

                          
	
                            Name:

                          	
                            Ivan
      Hajadi

                          
	 
      	 
      
	
                            Address:

                          	 
      
	 
      	 
      
	
                            Warrants:

                          	
                            277,928

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	
                      SIRIUS
      INVESTMENT INC.

                    
	 
      	 
      
	
                      By:

                    	
                        

                    
	
                      Name:

                    	
                      Eugene
      Hin Sun Wong

                    
	 
      	 
      
	
                      Title:

                    	 
      
	
                      Address:

                    	 
      
	 
      	 
      
	
                      Warrants:

                    	
                      282,857

                    
	 
      	
                        

                    
	
                      Name:

                    	
                      James
      Preissler

                    
	 
      	 
      
	
                      Address:

                    	 
      
	 
      	 
      
	
                      Warrants:

                    	
                      70,714

                    
	 
      	 
      
	
                      Name:

                    	
                      Andrew
      Sing Tak So

                    
	 
      	 
      
	
                      Address:

                    	 
      
	 
      	 
      
	
                      Warrants:

                    	
                      4,929

                    
	 
      	 
      
	 
      	
                      RAMPANT
      DRAGON, LLC

                    
	 
      	 
      
	
                      By:

                    	 
      
	
                      Name:

                    	
                      William
      B. Heyn

                    
	
                      Title:

                    	 
      
	
                      Address:

                    	 
      
	 
      	 
      
	
                      Warrants:

                    	
                      212,142

                    
	 
      	 
      
	 
      	
                        

                    
	
                      Name:

                    	
                      Boon
      How Lee

                    
	
                      Address:

                    	 
      
	 
      	 
      
	
                      Warrants:

                    	
                      56,571

                    


            

          

        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 	
                      Maxim
      Group LLC

                    
	 
      	  
	
                      By:

                    	  
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      	
                      Warrants:
      171,430

                    


            

          

        

      

    

     

    
      
         


      

      
        13