GYTH_ ROYAL PORCELAIN FAC-1_DATED 30 OCT 2020

Contract Code: GYTH-MSA-003-084-2020

MONITORING SERVICES AGREEMENT

THIS M O N I T O R I N G S E R V I C E AGREEMENT (“Agreement”) is made o n the 30th

day of October 2020 by and between:

ALFREDO ENTERPRISE COMPANY LIMITED a company registered as a juristic person

under the Civil and Commercial Code, with the Juristic Person Registration Number
0105539096702. The company headquarter is located at 57 Moo5, Uthai, Uthai, Ayutthaya
13210 Thailand, and represented by Mr. Amornthep Asepunya and Miss. Ikuyo Ueha
(hereinafter referred to as the “Company”) of the o n e part;

AND

GREENYELLOW (THAILAND) COMPANY LIMITED, a limited liability company

incorporated and existing under the laws of Thailand, having its registered office at 48/43-44
TISCO Tower Building, 19th Floor, North Sathorn Road, Silom, Bang Rak, Bangkok,,
(hereinafter referred to as the “Service Provider”) of the other part.

WHEREAS t h e C o m p a n y agrees to o b t a i n and the Service Provider agrees to

provide the services and deliverables (hereinafter referred to as the “Services”) on the terms
and conditions set forth in this Agreement.

1. Scope of Services

The Service Provider undertakes to provide the Company with the Services as prescribed in
Appendix A attached hereto.

2. Term

The term of this Agreement shall be effective from 6 November, 2020 and shall continue in
effect until the end of the commissioning of the solar plant with unless earlier terminated in
accordance with Clause 7 hereof.

3. Price and Payment

3.1 In consideration of the Service Provider's performance and delivery of the

Services under this Agreement, the Company shall pay to the Service Provider the service fee in
the amount of 3,700 (Three Thousand Seven Hundred) Baht per day of proper running of the
solar plant, refer to the invoice issued by the Service Provider to the Company under this
Agreement. The price shall exclusive of VAT (hereinafter referred to as the “Service Fee”). The
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Contract Code: GYTH-MSA-003-084-2020

Company shall pay the service Provider within 30 days after the date of invoice.

3.2 All amounts of the Service Fee due by the Company to the Service Provider
pursuant to this Agreement shall be subject to withholding tax which will be withheld by the
Company. The Company shall provide tax certificate accepted by relevant tax authorities to the
Service Provider upon each payment.

4. Warranty

Service Provider represents and warrants that Service Provider shall perform the Services with
reasonable care and skill. The Service Provider undertakes to remedy promptly and free of
charge any work which is reported by the Service Provider to be faulty or deficient.

5. Limitation of liability

Neither party shall be liable for any loss of profits, goodwill, loss of business, loss of data or
any other indirect or consequential loss or damage whatsoever arising out or in connection
with this Agreement unless the same arises directly from the fraud or willful negligence on
the part of such party.

6. Confidentiality

The Service Provider agrees to keep confidential all information, whether or not it is marked as
confidential, which the Service Provider has received from the Company in connection with this
Agreement, and agrees to impose the same obligation of confidentiality on its personnel (if any)
unless otherwise mutually agreed by both parties or unless such information is or becomes into
the public domain through no breach by the Service Provider of the Service Provider’s
confidentiality obligation. This provision shall survive the termination of this Agreement.

7. Termination

In the event that either party (hereinafter referred to as the “First Party”)

(i) files for bankruptcy;

(ii) becomes or is declared insolvent, or is the subject of any proceedings related to its
liquidation, insolvency or the appointment of a receiver or similar officer;
(iii) makes an assignment for the benefit of all or substantially all of its creditors; or
(iv) enters into an agreement for the composition, extension, or readjustment of
substantially all of its obligations.

Then the other party may terminate this Agreement, with immediate effect, by giving written
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notice of termination to the First Party.

8. Governing Law

This Agreement and the rights and obligations of the parties hereunder shall be construed in
accordance with and governed by the laws of Thailand.

9. Force Majeure

Neither party shall be liable for any delay or failure to meet its obligations under this
Agreement due to any cause outside its reasonable control including (without limitation),
inclement weather, Acts of God, war, riot, malicious acts of damage, civil commotion, strike,
lockout, industrial dispute, refusal of license, power failure or fire.

10. Whole Agreement

The Service Provider and the Company agree that this Agreement is the complete and
exclusive statement of the agreement between the parties which supersedes all proposals or
prior agreements, oral or written, and all other communications between the parties relating
to the subject matter of this Agreement. This Agreement may only be modified by written
agreement duly signed by both parties.

11. Severability

If any part, term or provision of this Agreement not being of a fundamental nature should
be held illegal or unenforceable, the validity or enforceability of the remainder of this
Agreement shall not be affected.

12. Waiver

No failure to exercise and no delay in exercising on the part of either party of any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial
exercise of any right, power or privilege preclude the enforcement of any other right, power
or privilege nor shall the waiver of any breach of any provision herein be taken or held to be
a waiver of any subsequent breach of any such provision or be a waiver of the provision
itself. Any waiver to be effective must be in writing.

13. Notices
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All notices, demands or other communications required or permitted to be given or made

hereunder shall be in writing and sent by acknowledgement registered mail to the intended
recipient thereof at its address set out above or to such other address as any party may from time
to time notify the other party.

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be signed and
delivered by its duly authorized representative.

For and on behalf of

ROYAL PORCELAIN PUBLIC COMPANY LIMITED.

______________________ ______________________Witness
(Mr. Amornthep Asepunya ) ( ____________________)

______________________
(Miss. Ikuyo Ueha)

For and on behalf of

GREENYELLOW (THAILAND) COMPANY LIMITED.

______________________ ______________________Witness
(Mr. Frank Jean Anatole Gluck) (Mr. Jerome Adam)

Appendix A
Scope of Services
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Contract Code: GYTH-MSA-003-084-2020

The Service Provider undertakes to provide the Monitoring Services of the commissioning
period to the Company as follows:

Item# Description Fee

1. Monitoring Services are included: 3,700 THB/
Day
- Follow up the efficiency of the solar plant on our software, bad
efficiency and plan corrective intervention.
- Assure a proper monitoring and reporting of the solar plant.
- Receive the phone call from client when the solar system is down or
any issue
- Coordinate with technician to ensure that all issue get resolved.
- Analyze data, do report, and provide to engineering and invoicing.
- Develop excel tools to identify any operation issue.
- Do pre-diagnosis by distance Others as assigned

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