KINGDOM OF CAMBODIA
Nation Religion King
LAND SALE & PURCHASE AGREEMENT
This Land Sale & Purchase Agreement (" Agreement" ) is made on this day of , 2010, by and between:
SELLER: Mr. VAR Chhouda , a Cambodian citizen holding Cambodian Identification Card No. 010055664, issued on July 31, 2001, residing at No. 36Z, Phum 3, Sangkat Chroy Changvar, Khan Russey Keo, Phnom Penh, Cambodia; and
Mrs. ROEUNG Poau Youlen, a Cambodian citizen holding Cambodian Identification Card No. 010055665, issued on July 31, 2001, residing at No. 36Z, Phum 3, Sangkat Chroy Changvar, Khan Russey Keo, Phnom Penh, Cambodia, (Collectively the " Seller" ); and
BUYER: DREAMWORLD (TAKEO) HOLDING INVESTMENT HOLDING LIMITED, a limited liability company incorporated under the laws of the Kingdom of Cambodia on May 19, 2010, Registration No. Co.0989KH/2010, having its registered address at No. 7E Mao Tse Toung Boulevard, Sangkat Boeng Keng Kang 1, Khan Chamcarmon, Phnom Penh, Kingdom of Cambodia, represented by its authorized director Mr. CHUNG Yuk Man , a Chinese citizen, holding Chinese passport number H90130531 issued on March 6, 2002, residing at Flat B, 30/F, Tower 3, Tregunter, 14 Tregunter Path, Mid-levels, Hong Kong, (Respectively the " Buyer" and the " Representative of the Buyer" ).
Seller and Buyer may herein be individually referred to as " Party" or collectively as the " Parties" .
WHEREAS Seller is the owner of land, and any buildings or structures thereon, located at Phum Phsar, Phnom Din, Srok Kirivong, Takeo Province, Kingdom of Cambodia, which is currently registered under two (2) Certificates of Title issued on August 1 st , 2003 by the Department of Land Management Urban Planning Construction and Cadastre, with Certificate of Title No. TK002863 (AIII0042) having a total flat land area of 26,235 (Twenty Six Thousand Two Hundred Thirty Five) square meters (the " First Land" ), and with Certificate of Title No. TK002862 (AIII0041) having a total flat land area of 30,531 (Thirty Thousand Five Hundred and Thirty One) square meters (the " Second Land" ), as fully identified by copies of the Certificates of Title attached hereto in Annex A.
WHEREAS Buyer intends to become the owner of the entire First Land, and a portion divided and split off from the Second Land which neighbors the First Land and has a flat land area of 3,765 (Three Thousand Seven Hundred and Sixty Five) square meters, as identified by a copy of map attached hereto as Annex B (the " Split Land" ), such that the Buyer intends to become the owner land with a total flat land area of 30,000 (Thirty Thousand) contiguous square meters (the " Land" ).
WHEREAS Seller wishes to sell the Land to Buyer and Buyer wishes to purchase the Land from Seller.
1. Purchase of the Land. Buyer agrees to purchase from Seller and Seller agrees to sell the Land to Buyer in accordance with the provisions of this Agreement.
2. Purchase Price and Terms of Payment. The purchase price of the Land is US$1,760,000 (One Million Seven Hundred Sixty Thousand United States Dollars ) on the basis that the size of the Land is 30,000 (Thirty Thousand) square meters (the " Purchase Price" ). The Purchase Price includes any processing fees, any transfer tax, unused land tax and any other taxes or related fees for the transfer of the Land, which shall be borne solely by the Seller. The Purchase Price shall be paid to Seller as follows:
2.1 First Deposit . The Buyer hereby acknowledges having already paid to the Seller a fully refundable deposit in the amount of US$350,000 (Three Hundred Fifty Thousand United States Dollars) on April 28, 2010 (the " First Deposit" ) and the receipt of which is hereby acknowledged by the Seller.
2.2 Second deposit. Upon execution of this Agreement, Buyer shall pay to Seller by cheque a further fully refundable deposit in the amount of US$500,000 (Five Hundred Thousand United States Dollars) (the " Second Deposit" ), the receipt of which is hereby acknowledged by the Seller (The First Deposit and the Second Deposit are collectively referred to as " Deposit" ). After the execution of this Agreement by both Parties, the Seller shall proceed with the preparation and submission of all necessary documents to the relevant land authorities (the " Land Office" ) in order to effectuate (i) the division of the Second Land and issuance of a valid Certificate of Title to the Split Land, and (ii) the transfer of the Certificates of Title to the First Land and Split Land under the name of the Buyer, including preparation and submission of the Vente Definitive and any other documentation required by the Land Office (collectively the " Transfer Documents" ), to Buyer' s sole and entire satisfaction and in accordance with Clauses 4.2, 4.3 and 4.7.
2.3 Balance Payment . Buyer shall pay Seller US$910,000 (Nine Hundred and Ten Thousand United States Dollars) representing the balance of the Purchase Price (the " Balance Payment" ) by cheque on the day of delivery to Buyer of the original Certificates of Title for the Land in the name of Buyer and upon completion of the Balance Payment Conditions set out in Clause 3 and of Seller' s obligations in Clause 4 at Buyer' s sole and entire satisfaction.
3. Balance Payment Conditions and Purchase Date.
3.1. The Purchase Date of the Land shall occur on the date the Balance Payment is made to Seller, provided Seller' s obligations under Clause 4 have been fulfilled and the following documents or evidence have been provided to Buyer and verified and accepted by Buyer, at Buyer' s sole and entire satisfaction, and in accordance to the provisions of Clause 3.2 (the " Purchase Date" ):
(a) The original Certificates of Title to the First Land and Split Land issued by the Land Office in the name of Buyer, obtained from the Land Office by Buyer' s designated legal adviser, and clear from any liens, encumbrances, restrictions, mortgages, court orders, ongoing or pending disputes, other third party rights (including leases) or claims;
(b) The original Vente Definitive and any other original documents evidencing the payment of all taxes and processing fees has been paid by Seller for the transfer of the Land to Buyer which are detailed in Clause 5.5;
(c) Any other documents related to the Land or to its transfer to Buyer, including those described in Clause 4.2 and 4.7; and
(d) Any other approvals, documents or information related to Seller' s Promises and Guarantees under Clause 6 of this Agreement;
(Collectively, the " Balance Payment Conditions'' )
3.2. Prior to the completion of all the Balance Payment Conditions, Seller shall send any originals or photocopies of the original documents required in Clause 3.1. to Buyer' s designated legal adviser, at ? 33, Street 294 (Corner Street 29), Sangkat Tonle Bassac, Khan Chamkarmon, (PO Box 7), Phnom Penh, Cambodia (Attention: Mr. Fre9de9ric Viou). Upon verification, if all the documents required to be provided to Buyer under the Balance Payment Conditions have been accepted by Buyer at Buyer' s sole and entire satisfaction, and if Seller has complied with all of its obligations, promises or guarantees under this Agreement, Buyer shall then make the Balance Payment by cheque to Seller, upon the Buyer is prov ided with the original documents listed in Clause 3.1.
3.3. Seller agrees that it will fulfill its obligations under Clauses 3.1., 3.2., and 4 or its promises and guarantees under Clause 6, with a view to procure that the Purchase Date occurs on or before August 9, 2010 (representing a period of 80 (Eighty) calendar days from the date of signing this Agreement). In the event Seller fails to fulfill the said obligations within the said 80 (Eighty) calendar day period, then Buyer may agree to extend the deadline for Seller to reach the Purchase Date or terminate t his Agreement at Buyer' s sole discretion by notice in writing to Seller. In the event that this Agreement is terminated by Buyer in accordance with this Clause for reason that Seller fails to fulfill its obligations, promises or guarantees, the Deposit made (as set forth in Clause 2.1 above) shall be refunded to Buyer by Seller within 10 (Ten) calendar days in accordance with the terms of Clause 9.
3.4. On the Purchase Date, Buyer and Seller will meet at the office of Buyer' s designated legal adviser at the address as stated in Clause 3.2 above, in order to verify the Balance Payment Conditions are satisfied to Buyer' s sole and entire satisfaction, in which case the Ba