Exhibit 10.1

EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT

This  EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (this “ Agreement ”), dated June 4, 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: OBON Corporation Company Limited , with registered address at 121/34, Ratchadaphisek Road, Din Daeng Sub-district, din Daeng District, Bangkok, Thailand.

Party A and Party B individually, a “ Party ”; collectively, the “ Parties ”

Whereas,

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

1.1          During the term of this Agreement, Party A agrees to provide Party B with technology consulting and services set forth in Exhibit I attached hereto subject to the terms and conditions of this Agreement.

1.2          Party B agrees to accept the technology consulting and services provided by Party A. Party B further agrees that during the term hereof, it will not accept the same or similar technology consulting and services with respect to the foregoing business operations from any third party, unless with prior written consent from Party A.

1.3          Any and all rights and interests arising from performance of this Agreement, including without limitation ownership, copyright, patent and other intellectual properties, technical and business secrets, which is developed by Party A or by Party B based on the intellectual property owned by Party A, will be solely and exclusively owned by Party A.

2.1          Party B agrees to pay technology consulting and services fee set forth under this Agreement to Party A for the technology consulting and services provided by Party A under this Agreement (the “ Consulting Services Fee ”).

2.2          The Parties agree to determine and pay the Consulting Services Fee according to Exhibit II attached hereto.

3.1          Party A hereby represents and warrants that:

3.2          Party B hereby represents and warrants that:

4.1          Party B agrees to take reasonably best efforts to keep in confidence Party A’s confidential information and materials (“ Confidential Information ”) that it may be aware of or have access to in connection with its acceptance of Party A’s exclusive consulting and services.  Without prior written consent from Party A, Party B shall not disclose, offer or transfer any Confidential Information to any third party.  If this Agreement terminates and upon Party A’s request, Party B shall return to Party A or destroy all of the documents, materials or software containing Confidential Information, and shall delete any Confidential Information from all relevant memory devices and cease to use any Confidential Information.

4.2          This Article 4 will survive any change, termination or expiration of this Agreement.

If either party (the “Defaulting Party”) breaches any provision of this Agreement, which causes damage  to the other Party (the “Non-defaulting Party”), the Non-defaulting Party may 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) working 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 pursue other remedies in accordance with laws.

6.1          This Agreement shall take effect as of the date first written above.  The term of this Agreement is ten (10) years unless early termination occurs in accordance with relevant provisions herein or any other agreement reached by the Parties.

6.2          This Agreement may be extended upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by Party A.

7.1          This Agreement shall be terminated on the expiring date unless it is renewed in accordance with the relevant provisions herein.

7.2          During the term hereof, Party B may not make early termination of this Agreement unless Party A commits gross negligence, fraud or other illegal action, or goes bankrupt. Notwithstanding the foregoing, Party A shall always have the right to terminate this Agreement by issuing a thirty (30) days’ prior written notice to Party B. 

7.3          The rights and obligations of the Parties under Articles 4 and 5 will survive termination of this Agreement.

8.1          The execution, interpretation, performance of this Agreement and the disputes resolution under this Agreement shall be governed by the laws of Thailand.

8.2          The parties hereto shall strive to settle any dispute arising from the interpretation or performance of the terms under this Agreement through friendly consultation in good faith. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by either Party, any Party can submit such matter to The Thai Arbitration Institute Office of The Judiciary, Ministry of Justice. The arbitration shall take place in Bangkok. The arbitration award shall be final and binding upon both Parties.

9.1          “Force Majeure Event” shall mean any event beyond the reasonable controls of the Party so affected, which are unpredictable, unavoidable, irresistible even if the affected Party takes a reasonable care, including but not limited to governmental acts, Act of God, fires, explosion, geographical variations, storms, floods, earthquakes, morning and evening tides, lightning or wars, riot, strike, and any other such events that all Parties have reached a consensus upon. However, any shortage of credits, funding or financing shall not be deemed as the events beyond reasonable controls of the affected Party.

9.2          In the event that the performance of this Agreement is delayed or interrupted due to the said Force Majeure Event, the affected Party shall be excused from any liability to the extent of the delayed or interrupted performance. The affected Party which intends to seek exemption from its obligations of performance under this Agreement or any provision of this Agreement shall immediately inform the other Party of such a Force Majeure Event and the measures it needs to take in order to complete its performance.

All notices or other correspondences given by either Party pursuant to this Agreement shall be made in writing and may be delivered in person, or by registered mail, postage prepaid mail, generally accepted courier service or facsimile to the following addresses of the relevant Party or both Parties, or any other address notified by the other Party from time to time, or another person’s address designated by it. 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 air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after delivery 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: _____________

Fax:

If to  Party B:  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

Party B shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A.

If any provision of this Agreement is held void, invalid or unenforceable by a court of competent jurisdiction or arbitration authority, the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired. 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.

Any amendment and supplement to this Agreement shall be made in writing by the Parties. Any agreements on such amendment and supplement duly executed by both Parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

14.1        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.

14.2        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.

14.3        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.

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

14.5        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.

14.6        Any attachment hereto is an integral part of and has the same effect with this Agreement.

14.7        This Agreement is made in two originals with each Party holding one and both originals are equally authentic.

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(Signature Page of Exclusive Technology Consulting and Service Agreement)

IN WITNESS THEREOF, each Party hereto has caused this Agreement duly executed by their respective legal representative or duly authorized representative on its behalf as of the date first written above.

Exhibit I:             List of Technology Consulting and Services

Party A will provide the following technology consulting and services to Party B:

(1)Technology consulting and response to enquiries raised by Party B relating to network equipment, technical products and software; and

(2)Business consulting and services in relation to financing, banking, management and administration of technical and business operations.

(3)Any other services and consulting required by Party B for business operations.

Exhibit II:            Calculation and Payment of Technology Consulting and Services Fee

The amount of the service fee will be determined on the basis of:

(1) difficulty of the technology and complexity of the consulting and management services;

(2) time required by Party A to provide technology consulting and management services; and

(3) contents and commercial value of the technology consulting and management services.

Party A will issue a fee statement to Party B based on the workload and commercial value of the technical services provided by Party A, the fee amount to be equivalent to the amount of net profit before tax of Party B on quarterly basis.  Party B will pay the consulting and services fee according to the time and amount set forth in the statement, provided that Party B will pay no less than 30,000 Baht as consulting and services fee (the “Quarterly Minimum Service Fee”) to Party A on quarterly basis.

The Quarterly Minimum Service Fee is subject to approval from Party A’s board of directors, and will be reviewed and revised no less than once yearly.  Any revision and change of Quarterly Minimum Service Fee is subject to approval from Party A’s board of directors.

Party B will provide its quarterly financial statements and all operating records, business contracts and financial information for any year to Party A within fifteen (15) days upon the end of such quarter.  Party A may engage any reputable independent accountant to audit any financial information provided by Party B, for which Party B will provide coordination.

Exhibit 10.2

EXCLUSIVE PURCHASE OPTION AGREEMENT

This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “ Agreement ”), dated June 4, 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 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,

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

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.

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.

1.3.1.          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.

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.

2.1.1        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.

2.2.1        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

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.

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.

4.1        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.

5.1        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.

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.

7.1        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:

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 

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: ____________________________

Fax:

If to  Party B: Ratanaphon Wongnapachant

Address: No. 8/5 Soi Patanakarn 30,

Patanakarn Road, Suan Luang Sub-District, Suan Luang District,

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

9.1           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. 

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.

11.1         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.

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(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.

Exhibit 10.3

Equity Pledge Agreement

This EQUITY PLEDGE AGREEMENT, (this “ Agreement ”), dated June 4, 2019, is made by and among:

(Party B is referred to as “Pledgor” hereinafter; Party A is referred to as “Pledgee” hereinafter; and either the Pledgors or the Pledgee is individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas,

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

Unless otherwise specified herein, the following words shall have the meanings as follows:

All fees and actual costs related to this Agreement, including not limited to legal fees, processing fee, duty stamp and all the other related taxes and expenses shall be borne by the Pledgor. If related taxes is borne by the Pledgee in accordance with laws, then the Pledgor shall fully indemnify the Pledgee all the taxes withheld by the Pledgee.

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 the Pledgee: One Belt One Network Holdings Limited

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

Attention: ____________________________

Fax:

If to the Pledgor: Ratanaphon Wongnapachant

Address: No. 8/5 Soi Patanakarn 30,

Patanakarn Road, Suan Luang Sub-District, Suan Luang District,

Bangkok, Thailand

Fax:+662-0402455

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(Signature Page to Equity Pledge Agreement)

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