DATED 2008

SHAREHOLDERS’ AGREEMENT

between

ITOCHU CORPORATION

GRUPO Q HOLDINGS LTD

and

GRUPO Q INTERAMERICA CORP

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 SHAREHOLDERS’ AGREEMENT

THIS AGREEMENT is made this day of , 2008

BETWEEN

(1) GRUPO INTERAMERICA CORP., a company incorporated in the British Virgin

Islands whose principal address is PO Box 3175, Road Town, Tortola, British Virgin
Islands (the “Company”);

(2) ITOCHU CORPORATION, a company incorporated in Japan with its head office at 2-
5-1 Kita-aoyama Minatoku, Tokyo, 107-8077, Japan (“ITOCHU” and a
“Shareholder”); and

(3) GRUPO Q HOLDINGS LTD., a company incorporated in [###] whose principal

address is [####] (“GQ Holdings” and a “Shareholder”);

each a “Party” and collectively the “Parties”.

WHEREAS:

A. The Company controls 100% of the shares of the following companies, which are engaged
in the vehicle distribution business:

El Salvador
Grupo Q El Salvador Sociedad Anonima de Capital Variable
Servicial Sociedad Anonima de Capital Variable
Grupo Q Corporativo Sociedad Anonima de Capital Variable

Honduras
Grupo Q Honduras Sociedad Anonima de Capital Variable
Servi Q Honduras Sociedad Anonima

Nicaragua
Grupo Q Nicaragua Sociedad Anonima

Guatemala
Grupo Q Canella Sociedad Anonima
Grupo Q Guatemala Sociedad Anonima

Costa Rica
Corporacion Grupo Q Costa Rica Sociedad Anonima
Grupo Q Costa Rica Servicios C

Panama

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 Grupo Q Panauto Sociedad Anonima
Grupo Q Panama Sociedad Anonima
Q Motors
[Other companies?]

B. The Parties have entered into a share subscription agreement dated the date hereof
relating to the issue of shares in the Company to ITOCHU and GQ Holdings (the “Share
Subscription Agreement”).

C. The Company’s shares will be owned after completion of the Share Subscription Agreement
as follows:

(i) ITOCHU 25%

(ii) GQ Holdings 75%

D. The primary business purpose of the Company is the distribution of motor vehicles
through its aforementioned subsidiaries in Panama, El Salvador, Guatemala, Nicaragua,
Honduras and Costa Rica..

E. The Parties have agreed to set out in greater detail the matters relating to their relationship
and the manner in which the Company will be managed and operated.

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, unless the context otherwise requires:

“Affiliate” means any Entity directly or indirectly controlling, controlled by or under common
control with the person or company in question;

“Articles of Association” means the articles of association of the Company, as amended

from time to time and any reference to an “Article” shall be a reference to that article of
the articles of association of the Company;

“Best Available Price” means the best available offer received from a third party on an
arm’s length basis for the purchase of all Shares of the Company within 4 months from the
time the Company is put on the market for sale;

“Board” means the Board of Directors;

“Board of Directors” means the board of directors of the Company from time to time;

“Business” means the vehicle distribution business carried on by the Company through the
GQ Subsidiaries in each of Panama, Costa Rica, Honduras, Nicaragua, El Salvador and
Guatemala;

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“Business Day” means any day, other than a Saturday or a Sunday, on which banks are
open for business in the British Virgin Islands and Tokyo (Japan);

“Company Law” means [the British Virgin Islands Business Companies Act 2004];

“Entity” means any person, firm, company, consortium, partnership, joint venture or other
legal entity;

“Fair Market Value” means:

(i) valuing the relevant Shares the subject of any determination as on an arm’s length
sale between a willing vendor and a willing purchaser;

(ii) if the Company is then carrying on business as a going concern, on the assumption
that it will continue to do so;

(iii) that the Shares are capable of being transferred without restriction;

(iv) taking full account of any rights and obligations attached to the Shares whether by
virtue of any contract or otherwise;

“Financial Year” means the year commencing on [date] and ending on [date];

“Majority Shareholder” means Shareholder(s) who from time to time collectively or

individually control or are in a position to control more than 50% of the votes at any
Shareholders’ meeting or at any Board meeting; at the date hereof, and until there are
substantial changes in the shareholdings of the Shareholders, the Parties confirm that the
Majority Shareholder is GQ Holdings;

“Marketing Agreement” means the marketing agreement to be entered into between the
Company and Itochu whereby Itochu will act as distributor of Mazda vehicles to the
Business, in accordance with the terms sheet attached as Schedule 1;

“Original Shareholder” means GQ Holdings;

“Respective Proportions” means the proportions in which each of the Shareholders holds
Shares, from time to time, being initially the proportions set out in Recital F;

“Security Interest” means any mortgage, charge (fixed or floating), bill of sale, pledge,
deposit, lien, encumbrance, hypothecation, arrangement for the retention of title, and any
other right, interest, power or arrangement of any nature having the purpose or effect of
providing security for, or otherwise protecting against default in respect of, the obligations
of any person including without limitation a registered irrevocable power of attorney in
favor of a mortgagee;

“Shareholder” means a shareholder in the Company;

“Shares” means shares issued from time to time by the Company.

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1.2 Interpretation. In this Agreement, unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include every gender;

(c) references to any document (including this Agreement) include references to that
document as amended, consolidated, supplemented, novated or replaced;

(d) references to an agreement include any undertaking, representation, deed,

agreement or legally enforceable order, arrangement or understanding whether
written or not;

(e) references to this Agreement are references to this Agreement and any annexures,
schedules and exhibits;

(f) references to paragraphs, clauses, recitals, schedules, annexures and exhibits are
references to paragraphs and clauses of, and recitals, schedules, annexures and
exhibits to this Agreement;

(g) headings are for convenience only and must be ignored in construing this
Agreement;

(h) references to any person or any Party include references to their or its respective
successors, permitted assigns or substitutes, executors and administrators;

(i) references to a person include references to an individual, company, body

corporate, association, partnership, joint venture, trust and Governmental Agency;

(j) if a payment or other act must (but for this clause) be made or done on a day
which is not a Business Day, then it must be made or done on the next following
Business Day;

(k) references to “US Dollars”, “dollars” or “$” are references to United States of
America dollars;

2. CONDITION PRECEDENT & REGULATION

2.1 Effectiveness. This Agreement shall become effective only upon the payment of the Initial
Consideration by ITOCHU under the Share Subscription Agreement.

2.2 Articles of Association. In addition to the provisions of this Agreement, which shall be
applicable to the Parties as of the execution hereof, the relationship between the Parties shall
also be governed by the Articles of Association. In the case there is contradiction between the
terms and conditions of this Agreement and the Articles of Association, the Parties agree that
the terms and conditions of this Agreement shall prevail among the Parties.

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2.3 Licences and Permits. The Board of Directors shall obtain any license, permit or approval
and shall register with the tax and other competent authorities as required by prevailing
laws and regulations or otherwise as necessary for the Company to undertake the
Business.

2.4 Company Business. Unless otherwise unanimously agreed by the Parties, the Company’s
business shall be solely limited to the Business and any ancillary services.

3. FUNDING

3.1 The Company shall and each of the Shareholders shall take all necessary steps, including the
passing of all required Shareholders’ resolutions and obtaining all necessary approvals for the
issue of Shares to the Shareholders in accordance with the Share Subscription Agreement.
Immediately after such issue and subscription of shares, the Shareholders shall have the
following shares in the Company:

(a) ITOCHU 63,975 shares;

(b) GQ Holdings 49 shares.

3.2 Use of Funds. Unless the Parties otherwise unanimously agree, the Company shall not use
any of the subscription price paid by ITOCHU under the Share Subscription Agreement
for:

(a) any purpose other than the Business;

(b) any tax, employment contract or labour law liabilities of the Company or any GQ
Subsidiary in respect of transactions which occurred prior to the Initial completion
Payment Date under the Share Subscription Agreement;

(c) any costs in relation to the liquidation or dissolution of any GQ Subsidiary;

(d) any costs in relation to litigation or other judicial or administrative actions

commenced by or against any GQ Subsidiary; or

(e) [any costs in relation to: (i) the suspension of SAP; or (ii) the depletion of
impairment test for the goodwill.]

3.3 Ceiling on Funding. No Shareholder will be required to fund, nor shall it be diluted for not
funding, any capital or other financing requirements of the Company over the amounts
specified in the Share Subscription Agreement.

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3.4 Loans. Subject to obtaining the necessary Board approval in accordance with this Agreement,
all necessary funds for the operations and activities of the Company
which cannot be covered by the subscribed and paid-in capital and the
revenue from its operations shall be secured by the Company by
means of procuring loans from independent sources.

3.5 Guarantees. If the Company cannot secure such necessary funds by

itself, the Parties shall not have any obligation to provide a guarantee
for the Company, but the Shareholders may, in their absolute
discretion, consider providing guarantees to the Company in
proportion to their respective shareholding ratio in the Company.

4. THE BOARD OF DIRECTORS

4.1 Number of Directors. The Board of Directors shall consist of eight (8) members, of whom
one (1), appointed by the Shareholder with the largest shareholding from time to time, shall
be the President. Unless the parties otherwise agree, no other persons shall be appointed as
Directors of the company.

4.2 Entitlement to Nominate. The Shareholders shall be entitled to nominate from time to time a
number of candidates as Directors (and recommend the removal of such Directors) in
proportion to their Respective Proportions. The entitlement of the Shareholders at the date
hereof are:

(a) ITOCHU 2 Directors;

(b) GQ Holdings 6 Directors (one of whom will be President).

4.3 Qualifications of Directors. Persons nominated to the Board of Directors should be suitably
experienced to hold that office and be able to contribute to the Company.

4.4 Appointment of Directors. The Parties agree that the members of the Board of Directors
shall be appointed by the general meeting of Shareholders from candidates nominated
pursuant to Clause 4.2. Each Shareholder entitled to vote for the election of a member of the
Board of Directors agrees that it will attend the relevant general meeting of Shareholders and
vote its Shares and take all other necessary action in order to ensure that the nominees of
each Party are elected to the Board of Directors provided that they are qualified in
accordance with Clause 4.3.

4.5 Term of Appointment. Each member of the Board of Directors shall be appointed for a term
expiring on the date of the next annual general meeting of the Shareholders.

4.6 Removal of Directors. Each Shareholder agrees that if, at any time, it is then entitled to vote
for the removal of any member of any Board of Directors, it will not vote any of its Shares in
favor of the removal of any member of the Board of Directors who shall have been
nominated pursuant to Clause 4.2 unless the Shareholder entitled to nominate such member
shall have requested or consented to such removal in writing. Each Shareholder agrees to

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 attend each general meeting of Shareholders held for the purpose of voting on the removal of
a Director and vote in favor of any request by a Shareholder to remove a member of the
Board of Directors nominated by such requesting Shareholder and vote against any
resolution to remove a Director if the Shareholder entitled to nominate that Director has not
consented to the removal of that Director.

4.7 Vacancies. If, as a result of death, ineligibility, disability resulting in failure to adequately
perform as a Director, retirement, resignation, removal (with or without cause) or otherwise,
there shall exist or occur a vacancy on the Board of Directors, then the Parties shall procure
that a general meeting of Shareholders shall be held within thirty (30) days after the vacancy
arises to fill such vacancy. The Shareholder entitled under Clause 4.2 to nominate such
member whose death, ineligibility, disability, retirement, resignation or removal resulted in
such vacancy may nominate another individual to fill such capacity and serve as a member of
the Board of Directors; and each Shareholder then entitled to vote for the election of such
nominee as a member of the Board of Directors, agrees that it will attend the relevant general
meeting of Shareholders and vote its Shares in order to ensure that such nominee be elected
to the Board of Directors.

4.8 Manner of Appointment/Removal. Each Shareholder shall effect any nomination or removal
by depositing written notice at the Company’s registered office and sending a copy thereof to
the other Parties.

4.9 Where Shareholder Not Entitled to Nominate a Director(s). Notwithstanding any other
provision of this Agreement, from and after the date on which a Shareholder ceases to be
entitled to nominate a Director(s), each Shareholder then entitled to vote shall vote to
remove Directors previously designated by the first mentioned Shareholder equal in number
to the number of Directors that Shareholder ceases to be entitled to nominate.

4.10 Automotive Subcommittee. The Board will establish a subcommittee with respect to the
Business which will consist of [2] Directors appointed by ITOCHU and [##] Directors
appointed by GQ Holdings.

5. THE POWERS OF THE DIRECTORS

5.1 Powers. The powers of the Directors shall be set out in the Articles of Association. The
President shall have the right to represent the Company concerning all matters and in all
events, to bind the Company to other parties and other parties to the Company, and to take
all actions, both pertaining to management and ownership affairs, provided that prior written
approval from all the Directors is obtained. A unanimous circular resolution or a unanimous
resolution at a meeting of the Board of Directors shall be required for the following actions:

(a) borrowing any money or entering into any financial arrangements resulting in actual
or contingent indebtedness of more than [US$250,000] (or its equivalent in any other
currency) outstanding at any one time;

(b) lending money or providing any funding in a total amount greater than [US$250,000]
to any GQ Subsidiaries (whether in a single transaction or series of transactions);

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(c) lending money or providing any funding whatsoever to third parties or Affiliates other
than GQ Subsidiaries;

(d) binding the Company as guarantor;

(e) other than as set out in the agreed annual budget for a Financial Year, acquiring by
purchase, lease or any other method (in a single transaction or series of transactions),
movable or immovable property having a price (in the case of leasing, an annual lease
payment) for an aggregate consideration in excess of [US$50,000] (or its equivalent
in any other currency) in any Financial Year;

(f) other than as set out in the agreed annual budget for a Financial Year, selling,
assigning, leasing, transferring or otherwise disposing of movable or immovable
property or assets (including shares in GQ Subsidiaries) of the Company to another
Entity (except in the ordinary course of the Company's business) having a value
exceeding [US$50,000] (or its equivalent in any other currency) in any Financial
Year;

(g) paying any dividends or making any other distribution pursuant to the Shareholders’
decision under Clause 7.3(g);

(h) other than as set out in the agreed annual budget for a Financial Year, incurring any
capital expenditure involving an amount exceeding [US$50,000] (or its equivalent in
any other currency) in any Financial Year;

(i) adopting (pursuant to Clause 10.2(b)) the annual budget prepared pursuant to Clause
10.1(a) or amending or deviating by more than fifteen (15%) percent from any line
item of the annual budget;

(j) entering into, renewal, termination by the Company of any agreement with any
Shareholders, any member of any Board or any of the respective GQ Subsidiaries,
Affiliates or related Entities;

(k) Any GQ Subsidiary entering into, renewing, terminating any agreement with another
GQ Subsidiary, Affiliates or related Entities;

(l) entering any material contract that has a term of 2 years or more and an aggregate
value of US$50,000 or more.

(m) Any change in the name of the Company;

(n) Any change to the Business, such that the Business is no longer the primary business
of the Company;
(o) Any merger or consolidation of the Company with or into any other company or
Entity or any dissolution of the Company not otherwise in accordance with this
Agreement;

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 (p) Any change in authorized, issued, or paid-up Shares of the Company, or the shares of
any GQ Subsidiary or any amendment to the Articles of Association;
(q) Any issuance, sale or repurchase of the Shares or issuance of, or agreement to issue,
any security, right, option, warrant, or instrument of indebtedness convertible into
exercisable or exchangeable Shares;
(r) Any issuance, sale or repurchase of the shares of any GQ Subsidiary or issuance of,
or agreement to issue, any security, right, option, warrant, or instrument of
indebtedness convertible into exercisable or exchangeable shares of any GQ
Subsidiary;
(s) Any payment by the Company on account of the purchase or redemption of Shares;
(t) Investment in any third party Entity by the Company;
(u) The formation, acquisition or sale of any subsidiary of the Company or the formation
of any partnership or joint venture involving the Company.

6. MEETINGS OF THE BOARD

6.1 Notice. A meeting of a Board may be called by the President or any two of its members
provided fourteen (14) days’ (or for urgent matters seven (7) days) written notice is given to
all members of the relevant Board setting out the date, place, time and agenda, which shall be
previously agreed with Directors nominated by the Parties, for the meeting unless waived by
the member who has not been given such notice. No notice shall be required if all the
members are present or otherwise represented.

6.2 Quorum. The quorum for meetings of a Board shall be three members of whom one (1) shall
have been nominated by ITOCHU and at least two (2) shall have been nominated by GQ
Holdings provided that the quorum for meetings of a Board in relation to the matters set out
in Clause 5.1 shall be all the Directors. A quorum must be present at the beginning of and
throughout each meeting.

6.3 Venue. The Boards shall meet in [City] or such other place as may be agreed by all the
members. Such meetings of the Boards shall occur as often as requested by the President or
any two (2) members and in any event not less than once every three (3) months.

6.4 Absent Members/Proxies. Any Director shall be entitled to appoint by proxy or power of
attorney to another Director to vote on his behalf.

6.5 Voting Rights. Each member of the Board shall be entitled to cast one (1) vote on behalf of
himself and one vote on behalf of each other member he represents pursuant to Clause 6.4.

6.6 Mode of Holding Meetings. As provided for in the Articles of Association, participation in a
meeting of a Board may occur by means of telephone conference or similar communications
equipment whereby all persons participating in the meeting can hear and speak to each other
and such participation shall constitute presence in person provided that such resolutions are

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 reduced to writing and initialed by each member participating in that meeting. Resolutions of
a Board may be passed by circular resolution signed by all its members in accordance with
the Articles of Association.

6.7 Minutes. Minutes of the meetings of the Board shall be drawn up by a person present at the
meeting designated by the chairman of the meeting and shall be signed by all members of the
relevant Board present at the meeting to verify the completeness and accuracy of the minutes.
Minutes of a meeting made and signed shall serve as final conclusive evidence concerning the
resolutions adopted at the meeting concerned. If such minutes are drawn up by a notary,
members’ signatures shall not be required. A copy of or excerpt from the minutes of meeting
of the Board shall be deemed a legal copy or excerpt if it is stated to be a true copy or
excerpt and is signed by all members of the Board or if it is issued by the notary who has
drawn up the minutes concerned.

7. SHAREHOLDERS’ MEETINGS

7.1 The Meeting. The Shareholders meetings of the Company shall consist of the annual
meetings and extraordinary meetings as may be called from time to time.

7.2 The Annual Meeting. The annual meeting shall be held within three (3) months after the
closing of the Company’s Financial Year (unless otherwise agreed by the Shareholders).

7.3 Quorum. A quorum for all Shareholders Meeting shall be the presence in person or by proxy
of Shareholders representing at least eighty five percent (85%) of the total issued shares of
the Company entitled to vote, and all resolutions, excluding those concerning the items
prescribed below, shall require the adoption by an affirmative vote of the Shareholders which
represent at least fifty one (51%) of the total issued shares of the Company, or as otherwise
stipulated in the Company Law.

Actions regarding the items prescribed below shall require the adoption by an affirmative
vote of all the Shareholders, or as otherwise stipulated in the Company Law:

(a) amendment of the Articles of Association;

(b) increase or decrease of the Company’s authorized capital;

(c) merger, consolidation or acquisition by the Company;

(d) voluntary bankruptcy, dissolution or liquidation;

(e) transfer or mortgage of all or a material part of the Company’s assets;

(f) approving the Company’s balance sheet and income statement;

(g) declaration and payment of dividends;

(h) determination of the remuneration for the Directors and Commissioners;

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 (i) any material changes in the nature of the Company’s business;

(j) electing, suspending or discharging Directors and Commissioners;

(k) appointment or change of the Company’s accountants, external auditors or any

change in the accounting policies of the Company;

(l) issuance of shares;

(m) making any changes to the rights attached to any Shares; or granting any options,
warrants and other rights to purchase Shares or rights convertible into Shares; or
consolidating, converting or repurchasing any of its share capital; or

(n) granting any mortgage over land, fiduciary transfer of proprietary rights for security
purposes, pledge or other security interest or priority claim in any property or assets
of the Company.

7.4 Mode of Holding Meetings. As provided for in the Articles of Association, participation in a
meeting of Shareholders may occur by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can hear and
speak to each other and such participation shall constitute presence in person provided that
such resolutions are reduced to writing and initialed by each member participating in that
meeting. Resolutions of a meeting of Shareholders may be passed by circular resolution
signed by all its members in accordance with the Articles of Association.

8. TRANSFER OF SHARES AND PRE-EMPTIVE RIGHTS

8.1 Dealings. No Shareholder shall, without the prior written consent of the other Shareholders,
sell, transfer, assign, mortgage, pledge, charge, or otherwise dispose of or encumber
(“transfer”) the whole or any part of its Shares or assign or otherwise purport to deal with
any interest therein or any right in relation thereto except as provided in Clauses 8.3 and 8.4.

8.2 Terms of Sale. Notwithstanding anything in this Agreement to the contrary, no Shareholder
shall be permitted to transfer any of its Shares to any other Entity, except to Affiliates, where
such sale is wholly or in part a non-cash transaction.

8.3 Affiliated Transfers.

Subject to the prior consent of the other Shareholders, such consent not to be unreasonably
withheld any Shareholder may transfer Shares to a transferee who is and remains an Affiliate
provided that (i) the transferee signs a deed of assumption pursuant to which it agrees to be
bound by the terms of this Agreement, and (ii) the Shares will be re-transferred to such
Shareholder immediately upon the transferee ceasing to be an Affiliate.

8.4 Pre-emptive Rights.

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(a) Subject to Clause 8.5, each Shareholder shall be entitled to transfer its Shares to any
other Entity provided that before transferring its Shares such Shareholder (the
“Transferor”) shall give a notice in writing (a “Transfer Notice”) to each other
Shareholder (each a “Prospective Purchaser”) that it desires to transfer the same. The
Transfer Notice shall specify:

(i) the number of Shares which the Transferor wishes to transfer (which may be
all of the Shares then held by the Transferor) (the “Relevant Shares”);

(ii) details of the Entity including, without limitation, details of the financial
position of the Entity;

(iii) the cash price at which the Transferor is willing to sell the Relevant Shares;

(iv) details of any other material terms of the Transferor’s offer and any other
material terms or circumstances known to the Transferor which affect or may
affect the offer.

(b) Subject to paragraph (e), each Prospective Purchaser shall be entitled within a period
of thirty (30) days after receiving the Transfer Notice (the “Prescribed Period”) to
give notice (a “Purchase Notice”) to the Transferor that it requires the Transferor to
sell all of the Relevant Shares to the Prospective Purchaser; or

(c) Subject to paragraph (e), if a Prospective Purchaser gives the Transferor a Purchase
Notice the Transferor must sell all of the Relevant Shares in accordance with the
Purchase Notice and on the same terms and conditions as the proposed sale to the
Entity (as set out in the Transfer Notice). The sale and purchase must be completed
within 30 days of the Purchase Notice being given to the Transferor.

(d) If a Prospective Purchaser receives a Transfer Notice and it does not wish to
purchase the Relevant Shares, it may give a notice to the Transferor stating that the
Prospective Purchaser does not wish to purchase any of the Relevant Shares (a
“Non-purchase Notice”).

(e) If the Transferor receives more than one Purchase Notice from Prospective
Purchasers it must sell the Relevant Shares in accordance with those Purchase
Notices but on the basis that each Prospective Purchaser that has given a Purchase
Notice (each a “Purchaser”) is only entitled to purchase a proportion of the Relevant
Shares that is equal to the number of Shares that it holds divided by the sum of the
number of Shares that it holds plus the number of Shares held by the other
Prospective Purchasers.

(f) On the earlier of:

(i) the expiry of the Prescribed Period without a valid Purchase Notice(s) being
given to the Transferor for all of the Relevant Shares; and

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 (ii) the Transferor receiving Non-Purchase Notices from each Prospective
Purchaser,

(the “Sale Date”) the Transferor may sell the Relevant Shares the subject of the
Transfer Notice to the Entity specified in the Transfer Notice but only on the terms
and conditions specified in the Transfer Notice.

(g) The Transferor must complete the sale to the Entity within thirty (30) days of the Sale
Date. If it fails to do so, it may not sell the Relevant Shares to the Entity unless it
gives a new Transfer Notice under paragraph (a) to each other Shareholder and
repeats the procedure required for the sale of Shares to third Parties under this Clause
8.4.

8.5 Conditions Precedent. It shall be a condition precedent to any transfer of Shares by a

Shareholder that (i) the transfer complies with all applicable laws and all applicable approvals
are obtained and (ii) the transferee (if not already bound by the provisions of this Agreement)
executes in such form as may be reasonably required by the other Shareholders a novation
agreement under which the transferee shall agree to be bound by the provisions of this
Agreement as if it were the Transferor and all references to the Transferor were references to
the transferee.

8.6 Further Assurance. All the Shareholders agree to give their approval and to sign all necessary
applications, resolutions and other instruments that are necessary or reasonably requested by
another Shareholder to give effect to the provisions of this Clause 8.

8.7 Mode of Transfer. All transfers between the Shareholders, whether pursuant to this Clause
or any other provision of this Agreement, shall be effected by the Transferor selling as legal
owner free and clear of all liens, charges and encumbrances and together with all rights
attaching thereto. Upon completion, the Transferor shall deliver to the transferee duly
executed transfer documentation, as required, in respect of the Shares transferred in favor of
the transferee together with the relevant share certificates against payment by the transferee
of the price due in respect thereof. The Parties shall do or procure to be done all such acts
and things as may be necessary to give full effect to the transfers and the registration thereof.

9. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

9.1 General. Each corporate Party represents and warrants that:

(a) it is a corporation duly organized, validly existing, and in good standing under the
laws of its domicile, with the corporate authority to conduct its business in the
manner in which such business is being conducted and is to be conducted hereunder;

(b) it has full corporate power and authority to execute, deliver, and perform this
Agreement;

(c) this Agreement has been duly authorized and executed on its behalf, is a legal, valid
and binding obligation on it, and is enforceable against it in accordance with its terms;

14
 (d) it has, and will maintain in force throughout the term of this Agreement, all required
permits, licenses and certificates necessary to perform its obligations hereunder;

(e) it is not required to obtain the consent of any other party for the execution, delivery,
or performance of this Agreement; and the execution, delivery and performance of
this Agreement will not constitute a breach of any agreement to which it is a party or
by which it is bound; nor will it contravene any provision of its constituent
documents, or violate, conflict with, or result in a breach of any law, order, judgment,
decree, or regulation binding on it or to which any of its businesses, properties or
assets are subject;

(f) there are no claims, actions, suits or proceedings pending against it, the outcome of
which could materially and adversely affect the transactions contemplated by this
Agreement, and it is not subject to any order, writ, injunction or decree which could
materially and adversely affect its ability to perform the transactions contemplated by
this Agreement;

(g) there is no provision of any existing law, rule, mortgage, indenture, contract,
financing statement, agreement or resolution binding on it that would conflict with
or any way prevent the execution, delivery, or carrying out of the terms of this
Agreement or any other document or agreement referred to herein.

9.2 Security Interests. Each Party represents, warrants and undertakes that it shall not at any
time during the term of this Agreement create any Security Interest over any of its Shares.

9.3 Restrictive Covenants. Each Shareholder covenants with the other Parties:

(a) it will not at any time hereafter make use of or disclose or divulge to any third party
any information relating to the Company, GQ Subsidiaries, Affiliates or any
Shareholder provided that this obligation shall not extend to information (a) which is
in or comes into the public domain otherwise than through the default of either of the
Shareholders: or (b) which was already in the possession of such Shareholder prior to
the negotiations between the Parties leading to the execution of this Agreement as
evidenced by documentation in such Shareholder’s possession at the date hereof; or
(c) the disclosure of which is agreed by both Shareholders; or (d) which is properly
available to the public or disclosed or divulged pursuant to an order of a court of
competent jurisdiction; or (e) which is disclosed to an employee of such Shareholder
and such disclosure is necessary to enable such employee properly to fulfill its duties
as employee;

(b) it will procure that its Affiliates and its employees will observe the restrictions
contained in Clause 9.3 (a).

9.4 Indemnity. Each Party agrees that it will indemnify and keep indemnified the other Party
from and against any loss arising out of or in connection with any breach by it of the
warranties and covenants in this Clause 9.

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10. FURTHER OBLIGATIONS OF SHAREHOLDERS

10.1 General Covenants. The Company and GQ Holdings shall procure the Board to:

(a) prepare annual revenue and capital budgets which shall be submitted to all
Shareholders not less than four (4) months prior to the commencement of each
Financial Year for approval by all the Shareholders;

(b) keep true and accurate books of accounts in accordance with prudent international
accounting practices and procedures and procure that such books and records are
audited by the Company’s auditors within three (3) months after the end of each
Financial Year, and the audit report is provided in English;

(c) allow the Shareholders and their authorized representatives the right during normal
business hours to inspect its books and accounting records of the Company and each
GQ Subsidiary, to make extracts and copies therefrom at their own expense, and to
have full access to all the Company’s and the GQ Subsidiaries’ property and assets;

(d) supply to the Shareholders such regular management and financial information as any
of them may from time to time reasonably require including:

(i) monthly consolidated financial statements for the Company and each GQ
Subsidiary within [21] days off the end of each calendar month, in English
and in the format to be reasonably designated by ITOCHU; and
(ii) quarterly consolidated financial statements for the Company and each GQ
Subsidiary within [21] days off the end of each calendar quarter, in English
and in the format to be reasonably designated by ITOCHU

(e) open a bank account with an internationally recognized bank immediately after this
Agreement takes effect and:

(i) designate such bank account as the bank account for all proceeds received
from the Business; and

(ii) deposit the funds received from ITOCHU in accordance with the Share
Subscription Agreement.

10.2 Meetings. The Board of Directors shall meet within two (2) months prior to the
commencement of a Financial Year to:

(a) discuss the draft annual budget of the Company;

(b) unanimously approve the draft annual budget for the next Financial Year;

10.3 Good Faith. Each of the Shareholders acknowledges and confirms that this Agreement is
entered into between them and will be performed in a spirit of mutual co-operation, trust and
confidence and that its intention is that the business, profitability and reputation of the

16
 Company shall be extended and maximized by all reasonable and proper means and each
Shareholder undertakes to use all reasonable commercial efforts to promote such business.

10.4 Business Conduct. Each Shareholder agrees with the other to exercise its rights and powers
to ensure that the Business of the Company is conducted in accordance with sound
international business principles and the highest ethical standards.

10.5 Fair Dealings. All dealings between the Company and the Shareholders or their Affiliates shall
be on a fair and equitable basis both as regards the interests of the Shareholders and the
transaction and the balancing of the interests of the Shareholders and their Affiliates. The
Company will ensure that all dealings (i) between itself and any GQ Subsidiary or Affiliate,
and (ii) between any GQ Subsidiaries and Affiliates, are on arms length commercial terms.

10.6 Notifications. Each Shareholder shall promptly notify the other and the Company of all
matters coming to its notice which may materially affect the Business or title to or enjoyment
of the Company’s premises, assets or property, and of all significant notifications, orders,
demands and other communications received from any government or other authority in
relation to the Company’s business, assets or property.

10.7 Dividends. The Company shall distribute the profits of the Company
pursuant to the Board resolution and Shareholders resolution, or carry
the profits forward as distributable profits for the following year. The
dividends shall be distributed among the Parties in proportion to their
respective equity interest in the Company. The Parties agree that the
minimum amount of profits which shall be distributed to the Parties at
the end of each Financial Year shall be at [50%] of the retained profits
available for distribution (after deduction of tax and other statutory
payments) (“Retained Profits”), provided that, between January 1,
2008 and December 31, 2010 the minimum amount of profits which
shall be distributed to the Parties as dividends shall be 25% of the
Retained Profits, and between January 1, 2011 and December 31,
2012 the minimum amount of profits which shall be distributed to the
Parties as dividends shall be 35% of Retained Profits. The Parties may
agree otherwise under special and reasonable circumstances. In the
event of disagreement between the Parties regarding the dividends
payable in any Financial Year, each Party must cause its Directors and
representatives to vote in favour of the aforementioned minimum
distribution of dividends at the Board and Shareholders meetings.

10.8 ITOCHU Participation. The Company agrees to:

(a) employ a senior executive from ITOCHU for the purpose of developing the Business,
internal regulations, guidelines and procedures of the Company and each GQ
Subsidiary. The remuneration of such senior executive shall be borne by the
Company and the terms of employment shall be agreed by the Parties and be subject
to the Company’s present employment guidelines; and

17
 (b) train [number] ITOCHU employees in the Business by holding [number] training
sessions per year, each for [time period] during which such trainees will be taught the
Business in detail, including the individual business of each GQ Subsidiary, and be
shown the various offices and distributors for the Business in each country of the
Business. The cost of such training shall be borne by ITOCHU.

10.9 Marketing Agreement. While ITOCHU remains a Shareholder, the Company shall appoint
ITOCHU as an agent on terms consistent with the Marketing Agreement.

11. TERMINATION ON DEFAULT

11.1 Grounds. All rights, but not the obligations, of a Shareholder (the “Defaulter”) under this
Agreement shall immediately terminate upon written notice to it of termination (the
“Termination Notice”) by one of the other Shareholders upon the occurrence of any of the
following events:

(a) a final order is made or an effective resolution is passed for the winding-up,
insolvency, administration, dissolution or bankruptcy of the Defaulter or for the
appointment of a liquidator, receiver, administrator, trustee, judicial manager or
similar officer of the Defaulter or of all or any part of its business or assets or if an
individual a bankruptcy order is made and is not discharged within ninety (90) days; if
the Defaulter, whether a corporation or an individual, stops or suspends payment to
its creditors generally or is unable or admits its inability to pay its debts as they fall
due or seeks to enter into any composition or other arrangement with its creditors or
is declared or becomes bankrupt or insolvent; or if a creditor takes possession of all
or any part of the business or assets of the Defaulter or any final execution or other
legal process is enforced against the business or any substantial asset of the Defaulter
and is not discharged within thirty (30) days;

(b) if the Defaulter is in material breach of its obligations hereunder or under the Share
Subscription Agreement and such breach has not been remedied within sixty (60)
days after receiving written notice from the other Party, specifying in detail the breach
and reasonable measures to be taken to remedy the breach;

(c) if an individual Party, the Defaulter is not actively involved in the Company or is not
contactable for more than six (6) months; provided that

11.2 In the event that either: (i) the Company suffers losses in three consecutive Financial Years;
or (ii) the Company is insolvent and the Parties do not unanimously agree to the dissolution
of the Company; then GQ Holdings will be deemed to be a Defaulter and ITOCHU may
immediately terminate this Agreement by serving a Termination Notice on GQ Holdings.

11.3 Survival. Notwithstanding the termination of the rights of any Shareholder pursuant to
Clause 11.1, (a) all obligations of the Defaulter, (b) all rights of any non-defaulting
Shareholder accrued prior to termination, and (c) Clauses 1, 9.3, 11.2, 11.12, 12.3, 12.4,
12.5, 13, 14, 19.5, and 19.15, shall remain in full force and effect.

18
11.4 Option. If this Agreement is terminated pursuant to Clauses 11.1 orb 11.2, the Shareholders
not in default shall (without prejudice to its other rights and remedies) have the right:

(a) to require the Defaulter to purchase all, but not less than all, of its Shares at any time
during the period of three (3) months from the date of default (“Put Option”). Upon
expiry of such three (3) months period the Put Option in favor of the Shareholder(s)
not in default shall lapse if not previously exercised; or

(b) to purchase all, but not less than all, of the Defaulter’s Shares at any time during the
period of three (3) months from the date of the default in their Respective
Proportions (or if only one Shareholder issues a notice pursuant to Clause 11.1) all
such Shares (“Call Option”). Upon expiry of such three (3) months period the Call
Option in favor of the Shareholder(s) not in default shall lapse if not previously
exercised.

11.5 Exercise of Option. The Put Option and Call Option provided in Clause 11.3 in favor of the
Shareholder(s) not in default (in this Clause referred to as the “Beneficiary”) shall be
exercised by the Beneficiary serving on the Defaulter written notice (an “Option Notice”) of
its wish to exercise the relevant option. The Option Notice shall specify the number of Shares
in respect of which the option is exercised, and the Option Notice shall not be revocable by
the Beneficiary otherwise than with the consent in writing of the Defaulter. Upon service of
an Option Notice, the Defaulter shall become bound to buy or (as the case may be) to sell the
Shares specified therein at the price and in accordance with the terms set out in Clause 11.5,
11.6 and 11.7.

The Parties shall promptly do and sign or execute or produce to be done, signed or
executed all such other acts, deeds, documents and things as may be necessary or desirable
to give effect to this Exercise of Option. Should such things be not undertaken within a
timely manner, then;

Power of Attorney. Each Shareholder is hereby authorized and granted full power of
attorney by the Defaulter, with right of substitution jointly and severally for the sole purpose
of implementing this Exercise of Option for the term of this Agreement commencing from the
date this Agreement becomes effective in accordance with Clause 19.19, and provided that
the terms of this Agreement are complied with:

(a) to apply on behalf of the Defaulter, and to sign all applications as may be necessary,
to obtain any governmental approval that may be required from any authority in order
for title to the Defaulter’s Shares to be transferred to the other Shareholder(s). In the
event that Shareholders and/or Company is unable to obtain any approval that may be
required, the non-defaulting Shareholders may, on behalf of the Defaulter, sell, assign
and transfer to any third party any rights that the Defaulter may have in its Shares;
and

(b) to appear wherever necessary, to draw up, sign and deliver each and every deed,
document of sale and other document or instrument with regard to the sale of the
Defaulter’s Shares, obtain the release of the Defaulter’s Shares from any Security
Interest to which they may be subject and to pay the Termination Price as defined in

19
 Clause 11.5 or any part thereof to any person as necessary in order to obtain that
release, and in general to do and perform only such things necessary or beneficial to
transfer title to the Defaulter’s Shares to the other Shareholder(s).

In respect of rendering the power of attorney under this Clause effective, a Shareholder
shall, if necessary, sign a separate power of attorney to grant the other Shareholder the
same authority contemplated in this Clause.

11.6 Price. The price (the “Termination Price”) at which such purchase or sale shall take place
shall be the Fair Market Value thereof:

(a) plus a premium of ten (10) percent in the case of a Put Option in respect of Clause
11.1;

(b) less a discount of twenty (20) percent in the case of a Call Option in respect of
Clause 11.2;

(c) in respect of any option under Clause 11.2.

11.7 Completion. Completion of the purchase or sale pursuant to this Clause shall take place no
later than twenty (20) days after the date on which the Termination Price shall have been
determined or agreed or, if later, the date on which the condition set out in Clause 11.7 shall
have been fulfilled.

11.8 Approvals. Completion of a purchase or sale shall be conditional upon all necessary
government and other consents having been obtained and being valid and subsisting.

11.9 Indemnity. Upon termination of this Agreement pursuant to Clause 11.1, the defaulting Party
shall indemnify the non-defaulting Party for all and any losses, expenses and fees incurred by
the non defaulting Party as a result of such default provided that proceedings for all and any
claims made pursuant to this Clause 11 shall be instigated prior to the expiration of six (6)
months after the date of the Termination Notice.

11.10 Surviving Provisions. Notwithstanding the expiration or early termination of this

Agreement the following provisions shall survive:

(a) upon any termination, those provisions in this Agreement which are necessary to
unwind the arrangements between the Parties or which are necessary to pursue any
claim by one Party against the other Party; and

(b) those provisions which are specifically expressed as surviving the expiration or
termination of this Agreement.

11.11 Former shareholder not Bound. Subject to Clause 11.9, this Agreement ceases to apply to
a Shareholder which has previously transferred all its Shares as permitted by this
Agreement and the Articles of Association.

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11.12 Further Assurance. All the Shareholders agree to give their approval and to sign all necessary
applications, resolutions and other instruments that are necessary or reasonably requested by
another Shareholder to give effect to the provisions of this Clause 11 and to provide a
separate power of attorney if requested to give effect to Clause 11.4.

12. TERMINATION OF AGREEMENT AND LIQUIDATION OF COMPANY

12.1 Dissolution under the law. If:

(a) a final order is made or an effective resolution is passed with the consent of all
Shareholders for the winding-up, insolvency, administration, dissolution or
bankruptcy of the Company or for the appointment of a liquidator, receiver,
administrator, trustee, judicial manager or similar officer of the Company or of all
or any part of its business or assets or if an individual a bankruptcy order is made
and is not discharged within ninety (90) days; if the Company, whether a
corporation or an individual, stops or suspends payment to its creditors generally
or is unable or admits its inability to pay its debts as they fall due or seeks to enter
into any composition or other arrangement with its creditors or is declared or
becomes bankrupt or insolvent; or if a creditor takes possession of all or any part
of the business or assets of the Company or any final execution or other legal
process is enforced against the business or any substantial asset of the Company
and is not discharged within thirty (30) days; then

(b) the Company shall undertake such dissolution or other procedures in accordance with
the applicable laws.

12.2 Failure to Agree on Dissolution. When any of the following events occur, the
Company shall convene an extraordinary Shareholders meeting to
discuss the dissolution and liquidation of the Company (which requires
the unanimous resolution of all Shareholders):

(a) Where any event causes the Business to suffer a serious loss
which prevents it from operating in any of Panama, El Salvador,
Honduras, Nicaragua, Guatemala and/or Costa Rica and such
operation has been suspended for more than [six (6)]
consecutive months;
(b) The revenue of the Company deteriorates and has been
suffering losses for more than [three (3)] consecutive years, and
it is unlikely to recover within a [year];
(c) The cumulative losses of the Company exceeds [one hundred
per cent (100%)] of the total registered capital of the Company;
(d) The Board cannot make decision regarding an essential matter
which has been preventing the normal operation of the Business
for more than [six (6)] consecutive months;

21
 (e) The Company cannot obtain sufficient capital for the normal
operation of the Business;
(f) Due to changes in politics, economy, social or international
conditions, laws or government orders, it becomes impossible to
operate the Business normally;
(g) Apart from the above, upon the occurrence of any events which
make it reasonably necessary for the Company to be dissolved.

Where at a meeting of the Board held following any of the aforementioned events, the
Directors appointed by the Shareholders do not unanimously agree, any Shareholder whose
appointed Director voted in favour of dissolution (“Selling Party”) may by notice in writing
(“Notice to Sell”) to the other Shareholders within thirty (30) days of such meeting require
the other Shareholders to purchase the Selling Party’s Shares (and any other securities in the
Company) on a pro rata basis within a period of thirty (30) days at a price being the Fair
Market Value less a discount of thirty (30) percent (the “Sale Price”).

12.3 Payment. Within fourteen (14) days as of the date all necessary approvals pursuant to Clause
12.2 have been obtained, the other Shareholders shall pay the Sale Price to the Selling Party.

12.4 Transfer of Shares. As between the Selling Party and the other Shareholders, all rights to the
Selling Party’s Shares shall transfer to and vest in the other Shareholders upon payment. This
Agreement and the Notice to Sell shall constitute the agreement between the other
Shareholders and the Selling Party for the transfer of the Selling Party’s Shares. The
obligation of the other Shareholders to pay the Sale Price shall constitute a legal claim of the
Selling Party against the other Shareholders for the amount of the Sale Price until it has been
paid in full as provided in Clause 12.3, but shall not affect the other Shareholders’ rights to
the Selling Party’s Shares.

The Parties shall promptly do and sign or execute or produce to be done, signed or executed
all such other acts, deeds, documents and things as may be necessary or desirable to give
effect to this Transfer of Shares. Should things be not undertaken within a timely manner,
then;

Power of Attorney for Shares. The Selling Party is hereby authorized and granted full power
of attorney by each of the other Shareholders, with right of substitution for the sole purpose
of implementing this Transfer of Shares for the term of this Agreement commencing from the
date this Agreement becomes effective pursuant to Clause 19.19, and provided that the terms
of this Agreement are complied with:

(a) to sign on behalf of the other Shareholders all circular resolutions of Shareholders
and to attend on behalf of the other Shareholders all meetings of Shareholders in
respect of any matter relating to such resolutions and meetings (including waiving
preemptive rights, approving the transfer of any Shares);

(b) to apply on behalf of the other Shareholders, and to sign all applications as may be
necessary, to obtain any governmental approval that may be required from any

22
 authority in order for title to the Selling Party’s Shares to be transferred to the other
Shareholders. In the event the other Shareholders and/or the Company is unable to
obtain any approval that may be required, the Selling Party may, on behalf of the
other Shareholders, sell, assign and transfer to any third party any rights that the other
Shareholders may have in Selling Party’s Shares; and

(c) to appear wherever necessary, to draw up, sign and deliver each and every deed,
document of sale and other document or instrument with regard to the sale of the
Selling Party’s Shares on behalf of the other Shareholders, and in general to do and
perform only such things necessary or beneficial to transfer title to the Selling Party’s
Shares to the other Shareholders.

In respect of rendering the power of attorney under this Clause effective, each of the other
Shareholdes shall, if necessary, sign a separate power of attorney to grant the Selling Party
the same authority contemplated in this Clause.

12.5 Further Assurance. All the Shareholders agree to give their approval and to sign all necessary
applications, resolutions and other instruments that are necessary or reasonably requested by
another Shareholder to give effect to the provisions of this Clause 12 and to provide a
separate power of attorney if requested to give effect to Clause 12.4.

12.6 Failure to Pay. In the event that the Shareholders fail to pay the Sale Price to the Selling
Party as stipulated under Clause 12.3, the Selling Party shall be entitled to request that (a) the
Company be put on the market for sale at the Best Available Price and in the event that no
sale is effected within four (4) months thereof (b) that the Company be placed in liquidation,
in which event the procedures set out in Clause 11 shall be followed.

13. DETERMINATION OF VALUATION

For the purposes of Clauses 11 and 12, the Shareholders shall seek to agree in good faith a
Fair Market Value for the relevant Shares taking into account the requirements of those
Clauses and the applicable terms of this Agreement. If within 10 days after the date on
which a notice was given pursuant to any such Clause the relevant Shareholders shall have
agreed a Fair Market Value for the relevant Shares, then Fair Market Value shall be the
Fair Market Value for that transaction (and that transaction only). In default of such
agreement within such period, a Shareholder may request, at the cost of the Company, that
one of the “big five” international accounting firms (or if such firms are not represented in
the British Virgin Islands then such other accounting firm in the British Virgin islands with
an association with one of the “big five” international accounting firms) (the “Expert”) to
determine and certify in writing the sum considered by it to be the Fair Market Value of
the relevant Shares as at the date of the delivery of a notice requiring a sale and purchase
pursuant to the relevant Clause and the sum so determined and so certified shall be the
price to be paid for such Shares (as adjusted in accordance with that Clause). The Expert
shall act as an independent expert and not as an arbitrator and its written determination
shall be final and binding on the Shareholders. The Expert shall make its working papers
relating thereto available to each Shareholder upon request. The costs and expenses of the
Expert shall be borne by the Company.

23
 The Parties shall use their respective reasonable endeavors to ensure that the Expert
makes its determination within 21 days of referral of the matter to it and shall use their
best endeavors to facilitate the determination by the Expert.

14. CONFIDENTIALITY

14.1 Subject to the following, each of the Parties agrees to keep secret and
confidential and not to use disclose or divulge to any third party or to
enable or cause any person to become aware of (except for the
purposes of the Company's Business) any confidential information
relating to the Company including but not limited to intellectual
property (whether owned or licensed by the Company), lists of
customers, reports, notes, memoranda and all other documentary
records pertaining to the Company or its Business affairs, finances,
suppliers, customers or contractual or other arrangements but
excluding any information which is in the public domain (otherwise
than through the wrongful disclosure of any party) or which they are
required to disclose by law or by the rules of any regulatory body to
which the Company is subject.

14.2 Notwithstanding the aforesaid:

(a) the Directors shall be at liberty from time to time to make full
disclosure to their appointing Shareholder of any information
relating to the Company; and
(b) each Shareholder shall be at liberty from time to time to make
such disclosure:
(i) to its partners, trustees or shareholders for the purposes
of, but not limited to, reviewing the standing of the
Company and the Business;
(ii) to any lender to the Company and/or to any shareholder of
the Company;
(iii) about the Company as shall be required by law and any
regulatory authority to which any Investor is subject; and
(iv) to the Company’s auditors and/or any other professional
advisers of the Company;
in relation to the business affairs and financial position of the
Company as it may in its reasonable discretion think fit.

15. FORCE MAJEURE

24
15.1 When any Party suffers from any event beyond the reasonable control
of that Party (“Affected Party”) which prevents its performance in
accordance with the terms of this Agreement, including earthquakes,
typhoons, floods, fire, contagious diseases, labour dispute,
insurrections, wars or any other unforeseen, unpreventable, inevitable
force majeure, the Party so affected shall use available communication
means such as telex, phones, facsimile, etc to inform the other Parties
about the details of such force majeure events and the effect on the
performance of this Contract within [ten (10)] days and follow up any
verbal notification with notification in writing.

15.2 The Affected Party shall not be liable for losses caused by its non-
performance of or delays in performing this Agreement because of
force majeure. However the Party suffering from force majeure shall
take reasonable measures to mitigate or avoid the impact of force
majeure and shall as early as possible, use its best efforts to resume
performance of the obligation which has been suspended due to force
majeure.

16. ASSIGNMENT

16.1 Prohibition. Unless otherwise provided in this Agreement, the benefits and obligations
conferred by this Agreement upon each of the Parties are personal to that Party and shall
not be capable of being, assigned, delegated, transferred or otherwise disposed of save
with the prior written consent of each of the other Parties.

17. COSTS

17.1 General Costs. Each Party must bear its own costs and expenses (including, without
limitation, the fees and expenses of its agents, representatives, advisors, counsel and
accountants) of and incidental to the preparation, execution and completion of this
Agreement and the documents and transactions contemplated by this Agreement.

17.2 Company Costs. All costs and expenses agreed by the Shareholders in writing (including,
without limitation, the reasonable and substantiated fees and expenses of its agents,
representatives, advisors, counsel and accountants) incurred by or on behalf of the
Company relating to the transactions contemplated by this Agreement shall be borne by
the Company and reimbursed to any Party incurring such costs and expenses on behalf of
the Company.

18. NOTICES

18.1 Requirements for Notices All notices and other communications required or permitted to
be transmitted to any Party pursuant to the provisions hereof shall be in English and in
writing delivered by hand or by prepaid air courier (in each case against signature of

25
 receipt) or sent by facsimile addressed as follows to the Parties or to such other address or
facsimile number as a Party may from time to time notify to the other:

To the Company:

GRUPO INTERAMERICA CORP.

PO Box 3175, Road Town, Tortola
British Virgin Islands
Attention:
Facsimile:

To ITOCHU:

ITOCHU CORPORATION
2-5-1 Kita-aoyama Minatoku,
Tokyo, 107-8077, Japan

Attention:
Facsimile:

To GQ Holdings:

GRUPO Q HOLDINGS LTD.

[address]

Attention:
Facsimile:

18.2 Time of receipt. Without limiting any other means by which a Party may be able to prove
that a notice has been received by another Party, a notice will be deemed to be duly
received:

(a) if sent by hand, when left at the address of the recipient;

(b) if sent by pre-paid post, 7 days (if posted within a country to an address in the
same country) or 14 days (if posted from one country to another) after the date of
posting; or

(c) if sent by facsimile, upon receipt by the sender of an acknowledgment or

transmission report generated by the machine from which the facsimile was sent
indicating that the facsimile was sent in its entirety to the recipient’s facsimile
number;

except that if a notice is served by hand, or is received by facsimile on a day which is not
a Business Day in that Party’s location, or after 4.30 pm on any Business Day, that notice
will be deemed to be duly received by the recipient at 9.00 am on the first Business Day
after that day.

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19. MISCELLANEOUS

19.1 Partnership. Nothing contained or implied in this Agreement shall constitute or be deemed
to constitute an association, trust, joint venture or partnership between or impose a trust
or partnership duty, obligation, or liability on or with regard to the Parties and none of the
Parties shall have any authority to bind or commit any other Party.

19.2 Remedies. Each Party acknowledges and agrees that if any of them shall breach the
warranties, representations, indemnities, covenants, agreements, undertakings, and
obligations (for the purposes of this clause referred to as the “Agreed Terms”) on each of
their parts contained in this Agreement or any other agreement entered into pursuant to it,
damages may not be an adequate remedy in which case the Agreed Terms shall be
enforceable by injunction, order for performance or such other relief as a court of
competent jurisdiction may see fit.

19.3 Agency. Except as otherwise expressly provided herein, nothing in this Agreement shall
be construed so as to constitute any Party the agent or legal representative of any other
Party for any purpose. No Party has any right or authority to assume or create in any way
any obligation of any kind or to make any warranty or representation, express or implied,
in the name or on behalf of any other Party.

19.4 Mitigate Effect of Law. Notwithstanding any other provision of this Agreement, should
any law or regulation, or any governmental ruling, order, policy, or request (such as
import or export restrictions, license requirements, exchange controls, or request on any
document for certification or statements) effectively restrict any Party from implementing
this Agreement or the investment contemplated herein, then such Party shall use its best
reasonable efforts to reduce the effect of such restriction.

19.5 Further Assurance. Each Party agrees from time to time to perform any further acts and
execute and deliver any further documents and instruments (including issuing separate
powers of attorney if necessary to give effect to the powers granted under Clauses 11 and
12) and do or refrain from doing all such further acts and things as may from time to time
reasonably be requested by the other Parties to carry out effectively or better evidence or
perfect the true spirit, intent, meaning and purpose of this Agreement.

19.6 Severability. If any provision of this Agreement or the application thereof to any situation
or circumstance shall be invalid or unenforceable, the remainder of this Agreement shall
not be affected, and each remaining provisions shall be valid and enforceable to the fullest
extent. In the event of such partial invalidity, the Parties agree to in good faith replace any
such legally invalid or unenforceable provision with valid and enforceable provisions that,
from an economic viewpoint, most nearly and fairly approach the effect of the invalid or
unenforceable provision.

19.7 Language. This Agreement is in the English language only, which language is controlling
in all respects. No translation, if any, of this Agreement into any other language shall be of
any force or effect in the interpretation of this Agreement.

27
19.8 Entire Agreement. This Agreement together with any documents referred to in this
Agreement or executed contemporaneously in connection with this Agreement comprises
the entire agreement between the Parties with respect to the subject matter of this
Agreement and supersedes all prior understandings, agreements, representations and
correspondence.

19.9 Amendment. This Agreement may be amended only by an agreement in writing executed
by all of the Parties.

19.10 Waiver and exercise of rights. A waiver of a provision of or right under this Agreement is
effective only if it is in writing signed by the Party granting the waiver. A waiver is
effective only in the specific instance and for the specific purpose for which it is given.
Failure by a Party to exercise or delay in exercising a right does not prevent its exercise or
operate as a waiver.

19.11 Counterparts. This Agreement may be executed in any number of counterparts and all
counterparts taken together will be deemed to constitute one and the same Agreement.

19.12 Non-merger. The warranties, representations and agreements of the Parties in this
Agreement are continuing and will not merge or be extinguished upon execution, the
closing of any transaction or upon termination of this Agreement.

19.13 Benefit of Agreement. This Agreement shall be binding on and enure to the benefit of
each Party and its successors and permitted assigns. No Entity other than the Parties has
or is intended to have any right, power or remedy or derives or is intended to derive any
benefit under this Agreement.

19.14 Cumulative rights. The rights, powers, authorities, discretions and remedies of a Party under
this Agreement do not exclude any other right, power, authority, discretion or remedy.

19.15 Continuing indemnities and survival of Indemnities. Each indemnity contained in this
Agreement is a continuing obligation despite any settlement of account, and remains in full
force and effect until all money owing, contingently or otherwise, under any indemnity has
been paid in full. Each indemnity contained in this Agreement:

(a) is an additional, separate and independent obligation and no one indemnity limits the
generality of any other indemnity; and

(b) survives the termination of this Agreement.

19.16 Default Interest. If a Party fails to pay any amount payable under this Agreement on the due
date for payment, that Party must pay interest on the amount unpaid at the higher of the
aggregate of a margin of 2% per annum and the prime bank lending rate for such amounts
and currencies quoted by Citibank in Jakarta and the rate (if any) fixed or payable under a
judgment or arbitral award. The interest payable under this clause:

28
 (a) accrues from day to day from and including the due date for payment up to the actual
date of payment, before and, as an additional and independent obligation, after any
judgment which the liability to pay the amount becomes merged; and

(b) may be capitalized by the Party to whom it is payable at monthly intervals.

19.17 Language. All notices and other communications between the Parties shall be in the English
language.

19.18 Articles. If it is necessary to include any provision in the Articles of Association to ensure
that the provision of this Agreement is effective in accordance with its terms, the
Shareholders must procure the inclusion of that provision in the Articles of Association,
unless otherwise agreed by the Parties.

20. GOVERNING LAW

20.1 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the British Virgin Islands.

21. ARBITRATION

21.1 Amicable Settlement. The Parties agree that if any difference, dispute, conflict or
controversy (a “Dispute”), arises out of or in connection with this Agreement or its
performance, including without limitation any dispute regarding its existence, validity,
termination of rights or obligations of any Party, the Parties will attempt for a period of thirty
days after the receipt by one Party of a notice from the other Party of the existence of the
Dispute to settle the Dispute by amicable settlement between the Parties.

21.2 Referral to Arbitration. If the Parties are unable to reach agreement to settle the Dispute
within the thirty-day period mentioned in Clause 21.1, then either Party may submit the
Dispute to arbitration under the applicable rules of the International Court of Arbitration
(the “Rules”). The arbitration will be conducted in the English language in London.
Notwithstanding the provisions of Clause 18, any notice of arbitration, response or other
communication given to or by a party to the arbitration must be given and deemed received
as provided in the Rules.

21.3 Appointments. The arbitration will consist of three arbitrators appointed in accordance
with the Rules.

21.4 Procedures. The appointed arbitrators must conduct the arbitration in accordance with
this Agreement, the Rules and the prevailing laws and regulations relating to arbitration
(the “Arbitration Laws and Regulations”). Where this Agreement, the Rules, or the
Arbitration Laws and Regulations are silent as to the conduct of the arbitration
proceedings, the arbitrators must decide as to how the proceedings will be conducted.

21.5 Arbitration Exclusive Remedy. No Party will be entitled to commence or file any action in a
court of law relating to any Dispute until the matter will have been determined by the

29
 arbitrators as provided in this Clause 21 and then only for the enforcement of the arbitration
award.

21.6 Award Binding. Except as otherwise permitted in the Arbitration Laws and Regulations,
any decision of the Board of Arbitration in any matter within this Clause will be final,
binding and incontestable and may be used as a basis for enforcement thereon in the
British Virgin Islands or elsewhere. The Board of Arbitration will be entitled to include in
its decision a determination as to the payment of the cost and expenses of the arbitrators,
the administrative costs of the arbitration, the legal fees incurred by the Parties, the cost
and expenses of witnesses and all other costs and expenses necessarily incurred in the
opinion of the Board of Arbitration in order to properly settle the Dispute.

21.7 Decision. The Parties expressly agree (i) that the decisions must be made based on
majority votes of the arbitrators, (ii) that the arbitrators must state the reasons for their
decisions in writing and must make the decisions entirely on the basis of applicable laws
and not on the basis of the principle of ex aequo et bono, and (iii) that the mandate of the
arbitrators under this Agreement will remain in effect until a final arbitration award has
been issued by them.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first
written above.

SIGNED for and on behalf of )

ITOCHU CORPORATION )
by )
its duly authorized attorney (who )
states that he has no notice of any )
revocation of the power of attorney )
under the authority of which he )
executes this Agreement) in the ) ____________________________
presence of: ) Attorney

_____________________________
Witness

SIGNED for and on behalf of )

GRUPO INTERAMERICA CORP)
by )
its duly authorized attorney (who )
states that he has no notice of any )
revocation of the power of attorney )
under the authority of which he )
executes this Agreement) in the ) ____________________________
presence of: ) Attorney

30
_____________________________
Witness

SIGNED for and on behalf of )

GRUPO Q HOLDINGS LTD. )
by )
its duly authorized attorney (who )
states that he has no notice of any )
revocation of the power of attorney )
under the authority of which he )
executes this Agreement) in the ) ____________________________
presence of: ) Attorney

_____________________________
Witness

31
 Schedule 1

[Marketing Agreement Terms Sheet]

32
 TABLE OF CONTENTS
Page

1. DEFINITIONS AND INTERPRETATION.....................................................................3

2. CONDITION PRECEDENT & REGULATION............................................................5
3. FUNDING......................................................................................................................6
4. THE BOARD OF DIRECTORS.....................................................................................7
5. THE POWERS OF THE DIRECTORS..........................................................................8
6. MEETINGS OF THE BOARD.....................................................................................10
7. SHAREHOLDERS’ MEETINGS.................................................................................11
8. TRANSFER OF SHARES AND PRE-EMPTIVE RIGHTS.........................................12
9. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS...............................15
10. FURTHER OBLIGATIONS OF SHAREHOLDERS....................................................16
11. TERMINATION ON DEFAULT...................................................................................18
12. TERMINATION OF AGREEMENT AND LIQUIDATION OF COMPANY................21
13. DETERMINATION OF VALUATION.........................................................................24
14. CONFIDENTIALITY
15. FORCE MAJEURE
16. ASSIGNMENT............................................................................................................24
17. COSTS..........................................................................................................................26
18. NOTICES.....................................................................................................................26
19. MISCELLANEOUS.....................................................................................................28
20. GOVERNING LAW.....................................................................................................30
21. ARBITRATION............................................................................................................30