AGREEMENT

On this Friday June 30th, 2023, this agreement has been made by and
between

SF Marina System International AB

Propellergången 4,
SE - 417 64 GÖTEBORG, Sweden
(hereinafter referred to as SFMS)
represented by Michael Sigvardsson

and

xx
(hereinafter referred to as SFMT)
represented by Mr. yy .

- RECITAL -
WHEREAS,
 SFMS is the owner of technical information and patents
relating to the products known as the SF Marina System
(hereinafter "the SYSTEM"), which entails floating
concrete constructions, used i.a. as floating
breakwaters, marinas, fingers, landing piers, homes and
ferry terminals. SFMS now wish to allow SFMT to
manufacture and distribute concrete pontoons of the
SYSTEM and to handle the assembly thereof in Thailand
(hereinafter "the AREA").

 SFMT has offered solid market knowledge of and good

customer relations in the AREA, within the field of yacht
harbor construction and is seeking to manufacture as
well as marketing and selling the SYSTEM in the AREA.

 SFMT has further declared that it intends to find

waterfront facilities for production, which is of
paramount importance when handling products within
the SYSTEM.

 Both parties desire to enter into an agreement to

serve their mutual interests and to specify the rights
and obligations of each party in such arrangement,
where this instrument is defining the general terms of
this joint venture co-operation.

Therefore, in consideration for the mutual covenant

herein defined, the parties agree as follows.

Agreement, SF Marina System International AB – SFMT 2023, page 1(6)

 GENERAL ARTICLES-

§1 The above recital shall be considered an integral part of this

contract.

§2 SFMT shall promote and operate the SYSTEM with the logo styles as
agreed by the parties hereto as to prominently identify the SYSTEM
with SFMS.
All pontoons produced during but never after the term of this contract
must be registered, numbered with production number and marked
with SF Marina Logo as per SFMS instructions. SFMS agrees that the
Licensee also may mark the pontoon with the “SFMT” logo together
with the SF Marina Logo.

§3 SFMS agrees to supply all printed marketing materials and/or

designs and logos that SFMS considers necessary, from which SFMT
can and shall subsequently produce its own marketing material in
and for the AREA. SFMS shall be offered the right to comment on
and approve of such marketing material as concerns the SYSTEM.
Any use of designs, logos or trademarks outside the SYSTEM is
strictly forbidden, unless prior written approval has been offered by
SFMS.

§4 SFMS shall remain the sole proprietor of all trade mark and brand
rights, including design rights to its brands, names, designs, logos
and marketing material, as well as all and any rights to its patents,
inventions, technical designs and drawings. SFMT shall not through
this Agreement obtain any rights to said immaterial property rights
and shall refrain from registering any such rights within the AREA.
However, SFMT shall inform SFMS of any need to defend and
support any of the aforementioned immaterial property rights within
the AREA and shall, given prior approval by SFMS, be entitled and
obliged to undertake such defensive actions as may be required,
including i.a. registration of immaterial property rights; any such
rights shall consequently be transferred to SFMS no later than on
the termination of this Agreement, regardless of cause.

§5 During the initial 12 months of this Agreement, SFMS shall support

SFMT with regards to tenders and quotations. Based on agreement
direct cost such as project management, supervisors, site visits,
technical design and dimensioning, consultancy reports etc will be
invoiced from SFMS.

It shall however remain the obligation of SFMT to produce pontoons

within the AREA and to carry out the necessary marketing and sales
activities, as well as gathering all necessary data for producing
tenders and quotations, purchase all materials necessary, provide all
required labor, tools, equipment and production premises and to
undertake all administrative actions required for the production and
promotion of the SYSTEM and of the joint venture.

Agreement, SF Marina System International AB – SFMT 2023, page 2(6)

§6 SFMS shall continuously make available to SFMT development
information, existing engineering or such other technology as SFMS may
pursue and which relates to the SYSTEM, without cost to SFMT.
SFMT shall report every new project to SFMS and request the relevant
drawings.
SFMS agrees to dispatch a manufacturing and installation supervisor for
the start-up of production at SFMT and for the installation of the first new
project to the AREA. The cost for this shall be agreed in advance.

Over and above this, SFMS agrees to:

a) SFMS shall provide to the LICENSEE a project supervisor (Mr Peter)

and a manufacturing supervisor and train the personnel of the
LICENSEE know-how necessary for the sales, production and
installation of the first new project to the AREA (“Training Period”)
as well as operation of the SYSTEM.
During the Training period, SFMS shall bear the cost of air
transportation of its personnel and the LICENSEE shall bear the cost
of food and lodging (of Thai good standard) of SFMS’s personnel.
The supervisors are Swedish based and will assist via
communication as well as local visits.

b) provide documents required to direct the LICENSEE’ personnel for

the manufacturing and installation of the first new project to the
AREA including shop drawings.

c) provide training for the manufacturing personnel of the LICENSEE in

the factory in Wallhamn, Sweden, if requested, free of charge. The
LICENSEE’ will however bear the cost of travel, food and lodging
during this period.

§7 SFMT shall manufacture and market all present SF Marina System

standard products as defined below;

Type SF1000
Type SF1200
Type SF1500
Type SF1800
Type SFBW300
Type SFBW400
Type SFBW500
Type SFBW600

All products manufactured locally in Thailand shall be produced

according to the drawings and quality system of SFMS and be
marked according to SFMS standards.
All pontoon connectors shall be manufactured by SFMS, for reasons
of safety and quality of the SYSTEM. No other type of connection
system shall be used.

SFMT may ask SFMS to develop special pontoon designs that are
not part of the current SFMS product program. In such instances,
there shall be a special agreement between SFMS and SFMT

Agreement, SF Marina System International AB – SFMT 2023, page 3(6)

 regarding the development cost.

§8 For the license SFMT to receive information on the SYSTEM, to

manufacture the above mentioned pontoons and to receive support
from SFMS, SFMT shall pay a license fee as follows,

Start-up fee EU 100.000

3% on price as per the
Running fee, per pontoon
SFMS retail price list
lprice-list

All production of new pontoons must be registered with SFMS prior to

production start, SFMS will then invoice the running fee.
The running fee shall be paid quarterly after which the pontoons in
question were casted.

Due to the sudden death of Mr Preedee and the closing of his business
there are outstanding invoices owed to SFMS, as well as unfinished
projects in Thailand. In order to protect the SYSTEM SFMT needs to handle
a lot of issues related to the old business as well as support in the finishing
of the old projects. Costs related to protecting the system will be identified
and discussed, as well as possibly deducted against the Start-up fee.

§9 SFMT shall form and finance a Thai limited company for the
handling of all matters regarding the SYSTEM, including production
and sales. SFMS shall not be requested to put up any financing of
the SFMT company’s business and day to day operation of the
company will be the sole responsibility of the majority owner.
This new company shall be considered a part to this Agreement
upon formation, acting as a structural part of SFMT’s activities in
the AREA.
SFMS will perform business under the SF Marina Thailand
trademark.
SFMS shall have the full right to audit the activities of SFMT and the
new company, to assure fulfillment of all contractual obligations.
Large projects may require a joint venture between SFMT and
SFMS, terms, conditions and split of profit to be discussed on case
by case basis.

§ 10 SFMT (subsequently the new company) shall have the right to

purchase any and all products from SFMS that form part of the
SYSTEM.
SFMS shall supply those items according to the official Swedish
price list, less 15% discount.
SFMS shall also supply manufacturing material such as cast in goods,
etc. when requested by SFMT.
SFMT commits to sell the SF Marina products to the SF Marina Group
of companies according to the official Swedish price-list by SFMS less
15%.
Prices and terms shall be negotiated and agreed in advance in
each case, where items are not priced on the SFMS price list for
Sweden. Deliveries from SFMS to SFMT shall be made EXW

Agreement, SF Marina System International AB – SFMT 2023, page 4(6)

 (Incoterms 2000), payment terms to be discussed on case by
case basis.

§ 11 As an absolute pre-condition for the Agreement, with the rights

encompassed herein, SFMT, and related management may not,
whether directly or indirectly, during the contractual period co-
operate with or market any other products for floating harbor
construction, in whole or in detail, than those offered by SFMS as
part of its product line. This covenant is of fundamental importance
to SFMS. The covenant is further valid for a period of sixty months
as of lapse of this agreement.
SFMS agrees not to sell any of its product lines or technology
directly or indirectly in the AREA, without prior information to SFMT.

§ 12 Breaches of contract against the covenants encompassed in this

section of the Agreement shall result in a liability to pay liquidating
damages to SFMS in the order of EUR 100,000 per breach, outwith
compensation for all damages incurred due to any such breach.

§ 13 The term of this Agreement shall commence as of the date of

signing of this Agreement and continue for a period of three (3)
years, with annual extensions for successive periods of one (1)
year at a time. Termination of the Agreement may be made,
provided written notice by registered mail at least ninety (90) days
prior to the end of a period. Notwithstanding the aforementioned
provision, either party can terminate this Agreement immediately
by written notice by registered mail , in the event of any material
breach of contract by the other party. Save for damages due to
breach of contract by a defaulting party, neither party shall be
entitled to any form of remuneration upon the cessation of this
Agreement, regardless whether such cessation is due to
termination for cause, or not.

§ 14 Both parties shall execute this Agreement in accordance with

acknowledged business practices and good faith. Such obligation
shall extend to include all activities rendered as a part of the
contracted requirements, under generally accepted business
practices.

§ 15 Both parties shall abstain from undertaking any action or making

any statement that may serve to harm or to be to the detriment of
any of the other parties, including in particular actions or
statements to any third party or the market, in whole or in part.

§ 16 The SYSTEM has a very good reputation in the market place and it
is of great material importance that no actions are undertaken,
directly or indirectly, that may soil the good standing of the
SYSTEM. There is thus an obligation for SFMT to refrain from any
activities that may impact negatively on the reputation of the
SYSTEM, or of SFMS.

Agreement, SF Marina System International AB – SFMT 2023, page 5(6)

§17 Where a party or its legal representatives acts, privately or in a
public function, so as to cause its or his reputation to be
questionable and any business activities come under investigation
or in disrepute, this may in itself be cause for termination of this
Agreement, where this would serve to protect the good standing of
the SFMS product line. Examples of questionable actions as
referred to herein are use or furtherance of slave or child labour,
intolerable working conditions, environmentally harmful business
conduct, negligent breach of contract against a party’s customer,
use or taking of bribes within the business, criminal offences where
imprisonment may follow as an effect and highly controversial
public announcements. The parties expressly agree to consider this
“scandal clause” a binding, albeit somewhat subjective, part of the
Agreement.

§ 18 The parties have signed an Agreement of Confidentiality, which

shall form an integral part of this agreement.

§ 19 This Agreement cannot be transferred or assigned.

§ 20 This Agreement shall be governed by Swedish law.

§ 21 All and any disputes relating to this Agreement shall be finally

resolved through arbitration according to the Rules on Expedited
Arbitration with Mediation as laid down by the West Sweden
Chamber of Commerce and Industry, in Gothenburg, Sweden and
shall be conducted in the English language with Gothenburg as the
venue.

§ 22 This Agreement supersedes any and all earlier agreements

between the parties. This Agreement is executed in Gothenburg as
a sealed instrument.

SF Marina System International AB xx

Michael Sigvardsson yy

…………………………………………. …………………………………………..

Witnessed by: Witnessed by:

.................................................. ....................................................

Agreement, SF Marina System International AB – SFMT 2023, page 6(6)