LEASE AGREEMENT

Mrs. VOUCH HOR

(Lessor)

AND

Mr. NGUYEN THU NGUYEN

(Lessee)

Made on 15th October, 2018

a. r -»
The Lease Agreement ("Agreement”) is made on 15th October 2018 and between:
Mrs. VOUCH HOR, holding Cambodian identity card No.010406944(01) issued on 11th
September 2015, having address No.306E0, Street 93, Sangkat Chaktomok, Khan Daun
Penh, Phnom Penh (hereinafter referred to as the "Lessor”).

and
Mr. NGUYEN THU NGUYEN, born on 16/12/1985, holding Vietnamese passport No.
B5988712 issued on 25/10/2011 with expiry date on 25/10/2021, having address at No.200,
Street Go Dau, Tau Phu Disctrict, Hochiminh City, Vietnam with mobile +84 98 240 4090
(hereinafter referred to as the "Lessee”).

Both parties have agreed as the following:

Article 1: PURPOSE
The Lessor agrees to lease the Lessee consisting of 4 flats (CA/ABCD) and its entire
mezzanine floor (above the flats with total size of 17m x 35m) located at land plot No.1157B,
NR02, Sangkat Chak Angre Leu, Khan Mean Chey, Phnom Penh, (hereinafter referred to as
the "Building”) from the Lessor for its all kinds of legal trading and service business
(hereinafter referred to as the "Business”) construed in all respects in accordance with laws
of the Kingdom of Cambodia.

Article 2: TERM OF AGREEMENT

2.1 The Lessor hereby agrees to lease the Building to the Lessee for a term of 06
(Six) years from 15/October/2018 to 30/09/2024 (hereinafter referred to as the
"Term”).

2.2 This agreement shall not be extended without prior written consent of the
Lessor. The Lessee is granted the priority right to lease the Land if the Lessor wishes
to extend the lease. However, the Parties have to renegotiate the terms and
conditions of the lease. Both Parties will notify at least 3 months in advance to
another Party, if one is willing to renew the agreement.

Article 3: PRICE, DEPOSIT AND PAYMENT

The Lessee shall pay the Deposit and Rental payment as follows:
3.1 DEPOSIT
3.1.1 On 17th September 2018, the Lessee has paid the deposit of USD 5,000 (Five
Thousand US Dollars) (hereinafter referred to as the "First Deposit”) to the
Lessor.
3.1.2 on the 15th October 2018, the Lessee agrees to make an additional deposit of
USD 19,000 (Nineteen Thousand US Dollars) (hereinafter referred to as the
"Second Deposit”) to the Lessor. The total amount of deposit is USD 24,000
(Twenty-Four Thousand US Dollars) (hereinafter referred to as the "Deposit”).
3.2 RENT PRICE
The Lessee agrees to pay the monthly rent as the following:
1st and 2nd Year: USD 4,000 (Four Thousand US Dollars) per month from
15/10/2018 - 30/09/2020.
3rd and 4th Year: USD 4,400 (Four Thousand Four Hundred US Dollars) per
month from 01/10/2020 - 30/09/2022.
5th and 6th Year: USD 4,840 (Four Thousand Eight Hundred and Forty US

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 Dollars) per month from 01/10/2022 - 30/09/2024.

3.3 The deposit is not used for paying the rent of the last month of the T erm and it
shall be refunded to the Lessee within 15 (fifteen) working days after expiry of the
Term with the following conditions:
3.3.1 The Lessee has complied with the terms and conditions in this Agreement;
3.3.2 There is no damage to the Land and the building upon expiry of the Term;
3.3.3 There is no unpaid of rent or debts Lessee to the state institutions or any
related party in connection to the Land and the building or to the use of the
Land and building etc...
3.4 The Lessee agrees to pay the rent price as mentioned in article 3.2 no later
than 5th (Fifth) of each calendar month.
3.5 The Lessee shall pay the rental fee by transfer into below account detail:
• Bank Name : CAMBODIAN PUBLIC BANK
• Account Name : VOUCH HOR
• Account Number : 011-02-31-08899-2

or issue cheque to VOUCH HOR. The Lessor does not acknowledge any cheque
issued with “CASH” or other name besides above mentioned, unless there is a
written notification from the Lessor.
3.6 The Lessee has the privilege of paying the rent for 30 (Thirty) days from
15/10/18 to 14/11/18. To avoid misunderstanding, the Lessee shall pay the first rent
on 15/11/18 in accordance with Article 3.2 until the expiry date.
3.7 The Lessee has no rights to lease in part or entire building to any third party.
3.8 TAXES
The Lessor is responsible on the property tax while the Lessee shall be responsible
for paying withholding tax on the Rent and all taxes associated to the Business in
accordance with the laws in force. The Lessee shall give a copy of the invoice of
withholding tax on the Rent to the Lessor every month by sending a hard copy to the
Lessor address or email a scan copy to vilalay@gmail.com
Article 4: LATE PAYMENT AND TERMINATION
4.1 In case the Lessee fails to pay the rent within 2 (two) consecutive or separated
months in accordance with the conditions of this Agreement, in this case, the Lessor
has the right to terminate this Agreement and eligible occupy and control the building
entirely and shall not be liable for anything. The Lessee has no right to claim for the
refund of the deposit.
4.2 In the case the Lessee enters early termination or stop the business entirely,
this Agreement is deemed to terminate automatically and the deposit shall become
the Lessor’s property and the Lessee has no right to claim back any refund, which not
include utilities expenses.

4.3 In the case the Lessor enters early termination, this Agreement is deemed to
terminate automatically and Lessor agrees to pay back 2 times of the deposit and
compensate $100,000.00 (One Hundred Thousand US Dollars) on the construction
fee in which the Lessee have paid for during its renovation, this is subject to an early
termination before 4 years from the started date. If after 4 years, the compensation
amount shall be based on actual negotiation.
4.4 Upon termination at the expiry date of this Agreement, the Lessee has no right
to remove any property that is attached to the building or damage any attached
equipment causing damages to the building. In this case, it is considered as breach
of the Agreement. And the Lessor is entitled to withhold the deposit without any claim

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 or deduct the deposit with the amount of actual damages.
4.5 In the case of the Lessee making any renovation/alteration of the Building, the
Lessee shall needs to get approval from the Lessor. The Lessee agrees to provide a
copy of the construction plan and MEP (Mechanical, Electronical and Plumbing) plan
to the Lessor upon the signing date, or as soon as the plans are finished to the
Lessor for filing purpose. If the Lessee fails to provide as stipulated in this article, it is
considered as breach of the Agreement. The Lessor will support the Lessee to get
permission for its renovation /alteration procedure from government.
Article 5: CONDITIONS, OBLIGATIONS AND RESPONSIBILITIES

The Lessee assures and pledges that:

5.1 Operate legal businesses which are permitted officially from local authorities,
entities and/or any relevant ministries. Not to keep materials or goods with high
temperature or overweight things to the capacity of the building being capable to
sustain, or with bad odor or store the weapons, ammunitions or explosives, every
kind of drugs, toxic chemical substances and other illegal goods and not to provide
the rented premise as shelter for offenders, culprits, terrorists or murders, killers etc.
who are in searched or hunted by the authorities to stay at all.
5.2 Must pay the monthly rental fee regularly of the month as stated in clause 3.2
of this agreement.
5.3 The Lessee assures that his/her employee(s) and/or his or her
representative(s) respect and follow all conditions and contents which are made and
contained in this agreement.
5.4. The Lessee reserves the right to use the premise only within its rented location
and consents to utilize it for the purpose of operating lawful businesses only in
accordance with the laws of the Kingdom of Cambodia only.
5.5. The Lessee shall create easy condition for the Lessor to be accessible for
construction, personal parking and to use or stay in the location belongs to the Lessor
without harassment, impediment or difficulty from the Lessee.
5.6. The Lessee agrees to pay Electricity at USD 0.40 (Forty Cents USD only) per
kilowatt hour, Water at USD 0.45 (Forty-Five Cents USD only) per cubic meter and
Rubbish collection at USD 50.00 (Fifty USD only) per month based on the issued bills
no later than 5 days. Late of payment is assumed to be breached of the agreement;
in this case the Lessor shall hold the full rights to cease this agreement and the
security deposit shall automatically belong to the Lessee.
5.7. The Lessee consents to permit the Lessor or the Lessor’s representative to be
accessible to the rented premise and its vicinity for checking and inspection at any
time and the Lessee shall make full cooperation for such inspection.
5.8. For the loss of any property owned by the Lessee within or outside the rented
premise of the Lessee including the loss of vehicles, motorcycles, equipment,
materials etc. either day or night time, it is the sole responsibility of the Lessee.
5.9. Various disaster caused by the Lessee such as fire, collapse of the building,
damage to the signboards due to the construction (renovation) of the Lessee or
deterioration by natural raining storm or quality factor of the renovation or minor
incident or major disaster to the life are the only sole responsibility of the Lessee and
hereto, the Lessee is consent to wholly compensate to the third parties and the
Lessor for damaged property according to the market price of the property.
5.10. During the rental period, the Lessee is responsible for all expenses including
taxes of the rented premise, taxes on business, withholding tax, other related taxes,

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 water, electricity, telephone, commercial advertising taxes etc.
5.11. No mutual dispute or conflict between the owner or no dispute between the
owner and the guests or any firing in any cases etc.
5.12. Assures to equip sufficient fire extinguishers around the location of the premise.
5.13. Assures that staff, or bodyguards, or security guards, drivers or
representatives of the Lessee, respect and follow all conditions as stated in this
agreement and have good solidarity with the staff of the Lessor and assure that they
will not bother the Lessor and business of the Lessor.
5.14. By whatever reasons if the agreement is terminated, regardless of the expiry
date, the Lessee has to remove materials, equipment and various properties which
are belong to the Lessee from the location of the Lessor except any extension of the
agreement incurred. In case of removal is not taken place as stipulated above, the
Lessor reserves the right to remove the materials, equipment, assets or various
properties of the Lessee to keep them outside of the the Lessor’s location or confer
them to any relevant competent authority and the Lessor shall not undergo any
damage or losses. If the Lessee has not paid the remaining debt to the Lessor, the
Lessor reserves the right to sell such properties or goods for such reimbursement.
5.15. Any action contradicted to above mentioned clauses shall be determined as
breach of contract.
5.16. At the end of the agreement or termination by any reason, the Lessee agrees
not to remove any installed equipment that attached to the wall like lighting systems,
bulbs, air conditioners, fan and other equipment that installed by the Lessee Except
there is a written consent approved from the Lessor.
5.17. The Lessee assures not to discard the residue or litter (garbage) in the rented
premise or around its vicinity, which causes the existence of the insects or mice to
destroy the property or bad smell affecting the neighbors and surrounding
environment of the premise's general vicinity.
5.18. At the end of the agreement, after dismantle equipment out, the Lessee
assures to clean the rented premise by removing all types of garbage and waste from
the Building. In case of not doing so, the Lessor has the rights to deduct $500.00
(Five Hundred USD only) in compensation for clearing up the mess.

Article 6: HEIR AND SUCCESSOR

This agreement is obliged to heir and successor of the Lessor and the Lessee.

Article 7: Force Majeure

In case of there is occurrence of force majeure, the Lessee shall notify the Lessor in writing
about his or her reasons and obligations that he or she cannot carry out during the period of
the force majeure. The force majeure includes severe natural disaster such as earthquake,
flood, storm, fire caused by external factors, war, any act of god etc.
Article 8: DISPUTE AND RESOLUTION
Both Parties agree as follows:
8.1. In case of any arisen controversy or dispute, both parties shall cooperate to
settle it out bilaterally.
8.2. If the solution cannot be reached, either Parties or any Party can seek third
party or professional arbitration council for the intervention.

8.3. If the solution is still not being reached, either Parties or any Party is entitled to
bring the case to be settled by the competent court of the Kingdom of Cambodia.

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Article 9: TERMINATION OF THE AGREEMENT
This agreement shall be terminated as follows:
9.1. The obligations and terms in the agreement is completely performed or
expired or the agreement is expired.
9.2. Both Parties agree to terminate the agreement.
9.3. Either Lessee or Lessor performs contrary to any article of the agreement.
9.4. Lessee shall return the rented premise and building in good and clean
condition after the leasing period is finished.
Article 10: DOCUMENTS AND JURISDICTION
10.1. This agreement is the only official document for jurisdiction which is construed
for the interest of both Parties related to the obligations of both Parties in the
agreement.
10.2. The annexes or other documents which are attached with this agreement or
made by both Parties prior or after this agreement and are not contrary to the spirit of
the agreement or damage the interest of both Parties shall be regarded as parts of
the agreement and are the same authentication.
Article 11: FILE OF DOCUMENT
This agreement is made into Four (04) original copies in Khmer and English that are equally
authentic. The Khmer version shall be prevailing, should there be any inconsistency between
the two languages. Lessor keeps 2 original copies, Lessee keeps 1 original copy and Lawyer
keeps 1 original copy.
Article 12: Effective of the agreement
This agreement shall take into effect from the date of thumb printed by both Parties in the
presence of the Lawyers after both Parties have read, checked and approved on every article
of the agreement.
(Remainder of page is intentionally left blank)

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IN WITNESS WHEREOF, each of the Parties has read and duly executed and delivered this
Agreement as of the date on the first page of this Agreement with signatures and right thumb
prints.

The LESSOR The LESSEE

Right Thumb Print Right Thumb Print

Signature Signature

Mrs. VOUCH HOR Mr. NGUYEN THU NGUYEN

Witness Witness

Mrs. Phal Mary Mr. Phon Makara

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