Hợp đồng liên doanh trong lĩnh vực bất động sản_Tiếng Anh

Hợp đồng liên doanh trong lĩnh vực bất động sản bằng Tiếng Anh (Joint Venture Agreement in Real Estate) giữa nhà đầu tư nước ngoài và nhà đầu tư trong nước trong đó nhà đầu tư trong nước góp vốn bằng quyền sử dụng đất và nhà đầu tư nước ngoài góp vốn bằng tiền mặt

JOINT VENTURE AGREEMENT between COMPANY NAME and COMPANY NAME Table of Content JOINT VENTURE AGREEMENT FOR ESTABLISHMENT OF A JOINT VENTURE COMPANY LIMITED This JOINT VENTURE AGREEMENT (the “JV Agreement”) is made this _ day of in accordance with the Law on Investment, the Law on Enterprises, the Law on Land, the Law on Residential Housing and their relevant guiding legislation, and other relevant Laws of Vietnam as the same may be amended from time to time by and between: A PARTY A COMPANY……………., a company duly organized and existing under the laws of the Cayman Islands: Registered Address : Business Address : Business Registration Certificate/Certificate of Incorporation No : And B PARTY B INVESTMENT GROUP CORPORATION, a company duly organized and existing under the laws of Vietnam: Registered Address : Business Address : Business Registration Certificate/ : Certificate of Incorporation No INTRODUCTION: (A) The Parties have agreed to form a joint venture company in Vietnam to carry out on a plot of land with an area of 9,023 square meters (the “Net Land Area”) located at Phuoc Long B Ward, District 9, Ho Chi Minh City, Vietnam as identified in Schedule (Map and Details of the Land) (the “Land”) the development and operation of high-rise residential buildings with shop-houses and facilities on the Land for sale to those who are permitted to purchase houses in Vietnam and for doing business in relevant services by the JVC for the duration of the Term pursuant to the Investment Certificate, this JV Agreement, the Charter and the Laws of Vietnam (the “Project”) (B) The Parties have agreed to regulate their affairs on the terms and conditions set out below NOW THEREFORE IN CONSIDERATION OF THE PROMISES AND THE MUTUAL COVENANTS HEREIN THE PARTIES AGREE AS FOLLOWS: ARTICLE 1.1 DEFINITIONS AND INTERPRETATION Definitions Any capitalized words or expressions that are defined in Schedule shall, when used in this JV Agreement (including the Introduction and the Schedules), have the meanings ascribed to them in Schedule 1.2 Interpretations This JV Agreement shall be read, interpreted and constructed in accordance with the following rules: (a) When “Article”, “Section”, “Appendix”, “Exhibit” or “Schedule” is capitalized in the Agreement, it refers to an article, section, appendix, exhibit or schedule of the Agreement (b) “Including” and any other words or phrases of inclusion shall not be construed as terms of limitation, so that references to “included” matters shall be regarded as non-exclusive, non-characterizing illustrations Without limiting the foregoing, the words “including” or “includes” shall be respectively read and construed as meaning “including, without limitation” or “includes, without limitation”, unless expressly specified otherwise (c) Titles and captions of or in this JV Agreement, the cover sheet and table of contents of this JV Agreement, and language following article or section references are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this JV Agreement or the intent of any of its provisions (d) Whenever the context requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other genders (e) Each appendix, exhibit and schedule referred to in this JV Agreement is hereby incorporated by reference into this JV Agreement and is made a part of this JV Agreement as if set out in full in the first place that reference is made to it (f) Any reference to any statutory provision includes each successor provision and all applicable laws as to that provision (g) A reference to an agreement or document (including a reference to this JV Agreement) is to such agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this JV Agreement or that other agreement or document (h) Acknowledging that the Parties have participated in the negotiation and drafting of this JV Agreement, if any ambiguity or question of intent or interpretation arises as to any aspect of this JV Agreement, it shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring either Party by virtue of the authorship of any provision of this JV Agreement (i) Except where specified otherwise in this JV Agreement, a reference to or contemplating the VND equivalent of a USD amount shall mean such USD amount converted into VND, applying the inter-bank USD to VND exchange rate set by the State Bank of Vietnam from day to day ARTICLE ESTABLISHMENT OF A JOINT VENTURE COMPANY 2.1 Agreement to Establish the JVC The Parties agree to establish the JVC on the terms and conditions of this JV Agreement, and subject to the issuance of all State Approvals by all State Authorities 2.2 Name of the JVC The Vietnamese name of the JVC shall be: The English name of the JVC shall be: The abbreviated name of the JVC, in both English and Vietnamese shall be: 2.3 Address of the JVC The registered address of the JVC shall be at:…………………… 2.4 Other Offices The JVC may open sales offices, representative, branch and regional offices in such cities and provinces in Vietnam as approved by the Members’ Council and the State Approval of the State Authority of Vietnam 2.5 Compliance With the Laws of Vietnam The JVC shall abide by the Laws of Vietnam in respect of all its activities 2.6 The JVC as a Limited Liability Company The JVC shall be a limited liability company with two (02) members The liability of each Party hereto shall be limited to the amount of such Party’s contribution to the Charter Capital The amount of the contribution to the Charter Capital by the Parties is as set out in Article and the JVC’s Member Registration Book which is made and kept by the JVC at the JVC’s head office Subject to the foregoing limitation of liability, and in accordance with Laws of Vietnam, the Parties shall share the profits in proportion to, and up to a maximum of, their respective capital contributions to the Charter Capital, except otherwise agreed in writing by the Parties or approved by the Members’ Council from time to time 2.7 The Charter The JVC shall be organized under a charter (the “Charter”), which shall be deemed to be an integral part of this JV Agreement 2.8 Term of Operation The Term of the JVC shall be 50 years (the “Term”) from the Effective Date The Term is renewable for another term should any Party so requests in writing not less than 24 months prior to the expiry of the initial term subject to the consent of the Licensing Authority and the unanimous approval of all members of the Member’s Council present at a Member’s Council meeting and voting in accordance with the Charter If the Term of the JVC is not renewed, then the JVC shall be dissolved in accordance with the terms of this JV Agreement and the Charter and the Laws of Vietnam 2.9 Investment Protection The activities of the JVC and the interests of the Parties shall be protected by the Laws of Vietnam The JVC shall have rights as provided for in the Investment Certificate and in any other State Approvals granted or to be granted by any State Authority in Vietnam and in all applicable treaties (including investment protection and double taxation treaties) now or any time in the future in force between Vietnam and other relevant countries ARTICLE BUSINESS LINES, SCOPE OF OPERATION OF THE JVC 3.1 Business lines The business line of the JVC shall be: (a) 3.2 Doing business in real estate management services; and (b) Doing business in real estate (including the creation, new construction, sale and lease of residential units and lease of commercial space); and (c) Doing related services to the above business in accordance with the Laws of Vietnam Scope of activities The scope of activities of the JVC are: (a) to invest, develop, construct and manage high-rise residential buildings with residential and commercial amenities on the Land; (b) to lease and/or sell the apartment units to organizations and individuals or any other individual or organization (including Vietnamese and non-Vietnamese organizations and individuals) that are permitted to purchase or lease property pursuant to the Laws of Vietnam; (c) to engage in all activities listed in the business lines (including the investment and development of other real estate projects subject to the approval from State Authorities), Article 3.1 herein, and the Investment Certificate; (d) to engage in all lawful activities relating to such purposes ARTICLE LAND CHARTER CAPITAL 4.1 VALUE, TOTAL INVESTMENT CAPITAL AND Land Value (a) The Parties agree that the value of the Land (which includes the value of the right to use the Land, the value of the right to develop the Land and other efforts and expenses by Party B to improve upon the Land and obtain the LURC under the JVC’s name for the implementation of Project in accordance with the Development Parameters) is US$ 7,037,940 (Seven Million Thirty Seven Thousand Nine Hundred Forty United States Dollars) (“Land Value”), subject to adjustment in price as set out in Article 4.2 below The Land Value is based on a valuation of US$780 (Seven Hundred and Eighty United States Dollars) per square meter against the Net Land Area and with the current status of telecommunication, public roads, electricity, water supply and sewage connections (b) The Land Value shall include, and Party B shall assume full responsibility for, the following: (i) All fees and costs to obtain the 1:500 master plan approval for the Land from the relevant State Authority, specifically with the Approved Parameters of the Project satisfying Development Parameters; (ii) All fees and costs required for conversion of the land use purpose of the Land to residential and commercial uses according to the Approved Parameters; (iii) All land use fees, land rental, land use right transfer tax, registration fees relating to land, and any other amounts charged by the relevant State Authority in respect of the Land and other taxes, charges, costs and expenses payable for the transfer of the Land to the JVC (until the LURC is issued to the JVC) for the purpose of the Project; (iv) All expenses for relocation, demolition, compensation and site clearance of the Land (including ensuring that any and all encroachment by other onto the Land are removed and cleared); and (v) 4.2 Infrastructure procedures costs to be payable for ensuring infrastructure facilities (including telecommunication, public roads, sewerage, water, electricity) of adequate capacity for the purpose of the Project are approved by the State Authority and connected to the boundaries of the Land Land Value Adjustment The Parties agree that within 60 days from the later date of obtaining (i) the official written statement from the relevant State Authority to approve the Development Parameters for the Project (the “Approved Parameters”) or (ii) the LURC under the name of Party B, if: (a) the recognized area of the Land as set out in the LURC of Party B deviates from the Net Land Area in the Development Parameters by 5% or more; or (b) the Approved Parameters is different to the Development Parameters in any aspects, the Parties shall re-negotiate to adjust proportionately the Land Value and agree on the Approved Parameters in a signed written document (the “Adjustment Minutes”) If the Parties fail to agree on the terms of the Adjustment Minutes within the given 60 days period, Party A shall have the right (but shall not be obliged) to immediately terminate this JV Agreement on the subsequent date after the expiry of the mentioned 60 days period And if Party A exercises its right of termination under this Article 4.2, Party A shall be released from any and all its obligations under this JV Agreement 4.3 Payment of the Land Value (a) (b) 4.4 In consideration of the Charter Capital contribution of Party B as set out in Article 4.5 (b) and Article 4.6(b) below and subject to the terms and conditions herein, the JVC shall pay Party B an amount equal to the Land Value (which is subject to adjustment in accordance with Article 4.2) minus an amount of US$2,411,382 as the difference between the Land Value and the Charter Capital contribution of Party B (the “Difference”) The Difference payable by the JVC to Party B shall be made in accordance with the following schedule: (i) Within fifteen (15) days from the date of obtaining the LURC in the name of the JVC, the JVC shall pay an amount equivalent to 70% of the Difference to Party B; and (ii) Within 15 days from the date of obtaining the Project’s approval, construction permit (or equivalent approval for commencement of construction for the Project), the JVC shall pay the remaining 30% of the Difference to Party B For the purpose of this Article 4.3, the Parties agree and confirm that the exchange rate for conversion of USD to VND for the purpose of payment of the Difference shall be the average of buying and selling rate published by Vietcombank – Ho Chi Minh City Branch on the date of actual payment (the “Exchange Rate”) The Parties agree further that if the Exchange Rate exceeds the exchange rate at VND20,085 per US$, the exchange rate for conversion of USD to VND for the purpose of payment of the Difference shall be deemed to be VND20,085 per US$ Total Investment Capital The Total Investment Capital of the JVC shall be US$ 40,000,000 (in words: Forty Million United States Dollars), and shall be provided by: (a) Charter Capital as set out in Article 4.5, and (b) Loans as set out in Article 4.10 4.5 Charter Capital The Charter Capital of the JVC shall be US$ 8,037,940 (Eight Million Thirty Seven Thousand Nine Hundred and Forty United States Dollars), and shall be contributed by the Parties in the following proportion: (a) Party A shall contribute 70% equivalent to US$5,626,558; and (b) Party B shall contribute 30% equivalent to an amount of US$ 2,411,382 and the Parties acknowledge, for the avoidance of doubt, that their respective Interests, and voting rights on the Members’ Council, shall be determined by reference to their respective percentage contributions actually made, and committed to be made, to the Charter Capital The above Interests may be changed during the Project in accordance with the provisions of this JV Agreement or by mutual agreement of the Parties 4.6 Schedule and manner of Contribution to Charter Capital The contributions of the Parties to the Charter Capital shall be made in accordance with the following schedule: (a) Party A shall contribute in total the amount of US$5,626,558 (Five Million Six Hundred Twenty Six Thousand Five Hundred and Fifty Eight United States Dollars) in cash to the Charter Capital within ten (10) Working Days from the date of issuance of the LURC under the JVC’s name with the Development Parameters ; and (b) Party B shall contribute its Charter Capital contribution in the form of the land use right value of the Land to the JVC within forty five (45) Working Days as from the Effective Date The above schedules may be changed by mutual agreement in writing by the Parties and subject to approval of the State Authority if required 4.7 Increase in Charter Capital (a) By resolution of the Members’ Council, the JVC may increase its Charter Capital by way of: (i) Increasing the contributed capital of the Parties; (ii) Increasing the Charter Capital relative to the increased value of assets of the JVC; or 10 (ii) Outstanding taxes and other liabilities of the JVC including expenses arising from the dissolution or liquidation (e) The dissolution or liquidation process shall not, to the extent possible, exceed six (6) months from the date of expiration of the Term or from the date of the decision to terminate the operations of the JVC (f) Upon completion of the dissolution or liquidation, the Committee shall prepare and submit a report on the liquidation to the relevant State Authority (g) Except as otherwise provided for in this JV Agreement or agreed in writing by the Members, if the JVC is dissolved or liquidated, all assets and properties of the JVC shall be sold or transferred to realize the best possible price and the proceeds shall first be used to pay off all outstanding debts and financial obligations of the JVC in accordance with the priority order as prescribed by the Laws of Vietnam (h) The dissolution and liquidation of the JVC shall be undertaken in accordance with procedures set out by the Laws of Vietnam ARTICLE 13 MAJEURE ECONOMIC ADJUSTMENT, CHANGE OF LAW, AND FORCE 13.1 If any Party’s economic benefits are adversely and materially affected by the promulgation of any new Laws in Vietnam or the amendment or interpretation of any existing laws, rules or regulations of Vietnam including the withdrawal, suspension, termination, modification or cancellation of any permit, license, approach or consent, after the Effective Date, the Parties shall promptly consult with each other and use their best endeavours to implement any adjustments necessary to maintain each Party’s economic benefits derived from this JV Agreement on a basis no less favourable than the economic benefits it would have derived if such laws, rules or regulations had not been promulgated or amended or so interpreted subject to obtaining any necessary State Approvals or consents 13.2 When the obligations of a Party under this JV Agreement, other than the payment of any amounts due by such Party hereunder, cannot be performed in full or in part according to the agreed terms as a direct result of an Event of Force Majeure, the Party that encounters such an Event of Force Majeure (the “Hindered Party”) shall not be deemed to be in breach of this JV Agreement if the following conditions are met: (a) the Event of Force Majeure was the direct cause of stoppage, impediment or delay encountered by the Hindered Party in performing its obligations under this JV Agreement; and 41 (b) the Hindered Party uses its best efforts to perform its obligations under this JV Agreement and to reduce the losses to the other Party or the JVC arising from the Event of Force Majeure; and (c) at the time of the occurrence of the Event of Force Majeure, the Hindered Party immediately informs the other Party, providing written information on such event within 15 days of its occurrence, including a written statement of the reasons for the delay in implementing or partially implementing this JV Agreement 13.3 If an Event of Force Majeure shall occur and be continuing for a period of 120 days consecutively or 270 days in the aggregate in any period of 360 days, the Parties shall decide whether this JV Agreement shall be amended in the light of the impact of the Event of Force Majeure upon the implementation hereof and if they not so agree, the Hindered Party shall be partially or fully freed from its obligations hereunder to the extent that it is unable to perform its obligations because of the occurrence of the Event of Force Majeure ARTICLE 14 REPRESENTATIONS AND WARRANTIES 14.1 Each of the Parties represents and warrants to the other that: (a) each has the full power and authority to execute and perform the obligations set forth in this JV Agreement; (b) the execution and performance of this JV Agreement not, or will not contravene any provision of its incorporation documents, or violate any applicable laws effective at the signing, and not conflict with or reason in a breach of any agreement or arrangement to which it is a party; and (c) all consents, approvals, authorization, fillings and registrations necessary for its due execution and performance of this JV Agreement have been obtained or effected and they remain in full force and effect as of the date hereof 14.2 Party B further represents and warrants with Party A that: (a) All documents and information in relation to the Project and/or the Land as provided by Party B to Party A for the purpose of Party A’s legal review are and shall remain true and correct; (b) No litigation, administrative proceeding or arbitration is presently pending or threatened against Party B or its assets or revenues which, if adversely determined, could have a material effect on the ability of Party B to perform its obligations under this JV Agreement; (c) Upon its contribution of the land use rights of the Land to the JVC and thereafter: 42 (i) the Land shall be capable of being developed by the JVC for the Project in accordance with the Development Parameters (or in accordance with the Approved Parameters if such has been agreed to by Party A in an Adjustment Minutes); and (ii) the JVC shall have all the rights with respect to the Land as a land user under the prevailing Laws of Vietnam including, without limitation, the rights to use the Land for the Project, to sell or lease the whole or any parts of the buildings on the Land, to mortgage the land use right of the Land (or any part thereof) or to create any security interest on the Land and/or land use right of the Land, to transfer the land use right of the Land (or any part thereof) to any investors who have the right to take transfer of the Project, and to transfer the land use right of the Land (or any part thereof) together with the ownership of the buildings to any persons who have the right to take transfer of such land use rights and the ownership of the buildings ARTICLE 15 BREACH OF CONTRACT 15.1 In the event that any Party fails to perform or abide by any of their respective obligations, representations and warranties under this JV Agreement and fails to correct the breach within sixty (60) days from receipt of a notice from the nonbreaching party or the JVC, such Party shall be deemed to have breached this JV Agreement Such breach of contract shall be deemed a continuous breach until it is remedied in accordance with relevant provisions of this JV Agreement and/or waived by the non-breaching Party 15.2 In the event that any breach by a Party causes expenses, liabilities, or losses to the JVC or to the other Party, the breaching Party of this JV Agreement shall be responsible for indemnification of the JVC and/or the other Party for the expenses, liabilities, or losses directly caused by such breach and which are reasonably foreseeable at the time of such breach In particular, neither Party shall have any claims for indirect or consequential damages and shall not be liable to the other by reason of any negligence or any other tortuous action or any representation (unless fraudulent), or any implied warranty, condition or other term, or under the express terms of the JV Agreement, for any loss of anticipated revenues; loss of profits; loss of business opportunities; indirect loss or damage, costs, expenses or other such claims for compensation whatsoever; (whether caused by its negligence or that of its employees, agents or otherwise) which arises out of or in connection with this JV Agreement, except as expressly provided in this JV Agreement 15.3 If a breach shall be continuing after the expiry of the period of sixty (60) days referred to in Article 15.1 and such breach is not waived by the non-breaching Party, the matter shall be resolved pursuant to Article 12.1(b)(i) 43 ARTICLE 16 CONFIDENTIALITY AND COMPETITION 16.1 Except for the Parties’ right to discuss the terms of this JV Agreement with its professional legal advisors and except as provided below in Article 16.5, each Party hereto covenants and agrees that none of them will make, issue, or release, from and after the date hereof, any announcement, or statement or any other disclosure of whatever nature to any third party as to the existence or any terms or conditions, of this JV Agreement or the status of the transactions provided for herein without the prior written consent of the other Parties 16.2 From time to time prior to and during the term of this JV Agreement, either Party has disclosed or may disclose to the other Party confidential and proprietary information (including all trade secrets and unpublished technical and non-technical information such as, but not limited to, materials tooling, equipment, designs, processes, formulae, projects, products, costs, financial data, marketing plans, customer and supplier lists or business projections used by the JVC in its business) In addition, the Parties may, from time to time during the term of JV Agreement, obtain confidential and proprietary information relating the operation of the JVC Except as otherwise provided in any agreement between the Parties or for purposes of submitting any such agreement for the necessary approval of any relevant State Authority, the Parties shall, during the term of the JVC and for seven (07) years thereafter and until such information comes into the public domain: (a) maintain the confidentiality of such information (b) not disclose it to any person or entity, except to their employees who need to know such information to perform their responsibilities; and (c) not to use such information except for the purposes of the JVC 16.3 Each Party shall ensure its staff and other employees to use their best endeavours to ensure that such employees comply with the obligation set forth in this Article 16.4 To the extent permitted by laws the obligations and benefits of this Article 16 shall survive the termination of this JV Agreement 16.5 Each Party shall be free to comply, however, with the disclosure and notification requirements of the laws of such Party’s (or that of its holding company’s or ultimate holding company’s) country of incorporation or business or the requirements of any regulatory body or any listing authority thereof by which such Party (or its holding company or ultimate holding company) may be bound provided however that after any such disclosure, notification thereof shall be sent within seven (7) days to the other Parties ARTICLE 17 APPLICABLE LAW AND SETTLEMENT OF DISPUTES 44 17.1 Applicable Law The execution, interpretation, amendment and resolution of disputes in relation to this JV Agreement shall be governed by the Laws of Vietnam 17.2 Dispute Resolution Any disputes arising out of or relating to the execution of this JV Agreement or the breach, termination, or invalidity thereof shall be attempted to be settled through friendly consultations between the Parties during a period of up to 60 days or such longer period to which all Parties may agree in writing Any Party may, by giving the other Party written notice at any time after the expiry of the 60 day period (or such longer agreed period) referred to above, submit any dispute which is not settled by consultation to arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (“HKIAC”) The arbitration shall be in English A single arbitrator shall be appointed by agreement of the Parties to constitute the tribunal, or if no such agreement is reached between the Parties within thirty (30) days of the dispute being referred to the HKIAC, the arbitrator shall be appointed by the HKIAC However, notwithstanding the preceding provision, at any time prior to an appointment of a single arbitrator (and only at such time), either party may by notice in writing to the other Party require that the tribunal shall consist of three (3) arbitrators instead of a single arbitrator, in which case both Parties shall each appoint one arbitrator and the two arbitrators so appointed shall together appoint a third arbitrator who shall be the presiding arbitrator The decision of the arbitrator(s) shall be final 17.3 Continuing Performance of Obligations During the course of arbitration, this JV Agreement shall continue to be performed except for the disputed part under arbitration except when the suspension of the performance of the disputed part affects the other operations of the JVC such that the performance of the rest of the JV Agreement becomes so difficult as to be reasonably beyond the contemplation of the Parties In the latter case, the performance of that Party’s obligations under the JV Agreement shall be deemed suspended until the disputed part has been resolved 17.4 Non-Compliance with Award If a Party liable to carry out a final decision or award given in accordance with this JV Agreement fails to comply within the time specified for compliance or, if no time is specified, within sixty (60) days after the communication of the decision or award to the Party, the Party in whose favour the decision or award has been given shall be entitled to terminated or dissolve the JVC by notice in writing to the other Party or treat the non-compliance as a default of this JV Agreement giving rise to the remedies provided for in Article 12.2 (exercise of options), without prejudice to 45 all the rights and claims that such Party may have against the other Party to all the rights whom the decision or award is made ARTICLE 18 NOTICES 18.1 All notices and other communications required or permitted hereunder shall, to be effective, be made in writing, including facsimile and telex, and shall be deemed to have been duly given and received (i) when delivered by hand against receipt; (ii) in the case of facsimile or telex notice, when sent during usual business hours at the place of business of the addressee, if answer back or usual evidence of transmission confirmation is received; and (iii) if sent by courier, when actually received, and in any event, sent to the Parties to their respective business addresses stated in this JV Agreement or as otherwise notified in writing from time to time to the other 18.2 Any Party may change its address for purpose of this Article by notice in writing duly given to the other Party ARTICLE 19 EFFECTIVE DATE 19.1 This JV Agreement shall come into full force and effect from the Effective Date 19.2 Notwithstanding the provision of Article 19.1, the provisions of Article (to the extent it is applicable), Article 4.1, Article 4.2, Article 6.4(a) to (g), Article 14, Article 15, Article 16, Article 17 and Article 19.2 shall be deemed to form an agreement between the Parties (the “Pre-Establishment Agreement”) The PreEstablishment Agreement shall be effective and enforceable as from the signing date of this JV Agreement For avoidance of doubt, as from the Effective Date the provisions of Pre-Establishment Agreement shall together with the other provisions of this JV Agreement form the entire agreement as stipulated in Article 20.4 ARTICLE 20 MISCELLANEOUS 20.1 Language This JV Agreement is written and executed in Vietnamese and English Both texts have the same effect In case of any language conflict between the Vietnamese and English versions, the English version shall prevail to the extent permitted by Laws of Vietnam 20.2 Non-waiver The failure of a Party at any time to require performance of any provisions hereof shall in no manner effect the right of such Party to enforce the same in the event of a reoccurrence The decision by any Party not to enforce its rights hereunder after a breach of the provisions contained herein by another Party shall not be constructed to be a waiver or agreement of any kind not to take action in the event of a 46 subsequent breach of such provision by such Party or a waiver of any other provision or condition herein 20.3 Waiver Subject always to obtaining any applicable State Approvals, any Party may, by written notice to the other Party hereto, confirm that Party’s agreement to (a) extend the time for the performance of any of the obligations or other actions of the other Party hereto; (b) waive compliance with any of the covenants of the other Party hereto contained in this JV Agreement; or (c) waiver or modify performance of any of the obligations of the other Party hereto 20.4 Entire Agreement and Severability This JV Agreement, together with the Charter shall constitute the entire agreement between the Parties Any provision of this JV Agreement which is invalid, illegal or unenforceable in any respect in any jurisdiction shall be ineffective as to such jurisdiction to the extent such provision can be severed from the rest of the JV Agreement without affecting the performance, legality, validity or enforceability or the JV Agreement Any such declaration of invalidity, illegality or unenforceability shall be effective only as concerns that particular jurisdiction In the event of any conflict between this JV Agreement and the Charter, the terms of this JV Agreement shall prevail 20.5 Negotiation costs Subject to the other provisions hereof, each Party will bear the cost and expense incurred by it in the performance of their obligations hereunder and in the formation of the JVC 20.6 Amendments to JV Agreement Any additions or amendments to this JV Agreement shall be agreed in writing by the Parties and any such additions or amendments to this JV Agreement shall not take effect until it is approved (to the extent required by the laws of Vietnam) by the relevant State Authority For the avoidance of doubt, the foregoing reference to “writing” excludes email and other forms of electronic communications and includes only type-written or hand-written paper documents duly signed by the Parties IN WITNESS WHEREOF, the Parties have caused this JV Agreement to be duly executed in eight (08) original Vietnamese and eight (08) original English copies on the date set forth above 47 For and on behalf of CVH CAYMAN 10 LIMITED For and on behalf of INVESTMENT GROUP CORPORATION Director Mr General Director 48 SCHEDULE DEFINITIONS When used in this JV Agreement (including the Introduction or the Schedules), the following capitalized words and expressions shall have the meanings ascribed to them in this Schedule 1: (1) “Additional Contribution” shall have the meaning ascribed to it in Article 4.11(a) of this JV Agreement; (2) “Adjustment Minutes” shall have the meaning ascribed to it in Article 4.2 of this JV Agreement; (3) “Affiliate(s)” means any company, other than one of the Parties hereto, which are directly or indirectly majority owned, controlled, managed or directed by either of them, or which are otherwise directly or indirectly under the common ownership, control management or direction of either of them; (4) “Approved Parameters” shall have the meaning ascribed to it in Article 4.2 of this JV Agreement; (5) “Authorized Representative” means an authorized representative of a Party, as that concept is described, as at the Effective Date, in Article 48 of the Law on Enterprises, having been duly appointed by a Party to sit on the Members’ Council and represent a specified percentage of that Party’s Interest; (6) “Borrower” shall have the meaning ascribed to it in Article 4.11(c) of this JV Agreement; (7) “Buy/Sell Notice” shall have the meaning ascribed to it in Article 7.16(c)(ii)(A) of this JV Agreement; (8) “Call Option” shall have the meaning ascribed to it in Article 12.2(a)(i) of this JV Agreement; (9) “Capped Additional Capital” shall have the meaning ascribed to it in Article 4.11(b) of this JV Agreement; (10)“Chairman” means the chairman of the Members’ Council; (11)“Charter Capital” means the total amount of equity contributed by each of the Parties as stipulated in Article 4.5 or such increased amount as may be registered with from time to time the Licensing Authority upon request by the JVC to increase its equity; (12)“Charter” means the organization rules for the operation of the JVC as per Article 2.7 of this JV Agreement; (13)“Contributing shall have the meaning ascribed to it in Article 4.11(b) of this 49 Party” JV Agreement; (14)“Deadlock Notice” shall have the meaning ascribed to it in Article 7.16(a) of this JV Agreement; (15)“Deadlock Purchase Price” shall have the meaning ascribed to it in Article 7.16(c)(ii)(A)(II) of this JV Agreement; (16)“Deadlock Sale Price” shall have the meaning ascribed to it in Article 7.16(c)(ii)(A)(II) of this JV Agreement; (17)“Debt” shall have the meaning ascribed to it in Article 4.11(c) of this JV Agreement; (18)“Delay Penalty” shall have the meaning ascribed to it in Article 15.4 of this JV Agreement; (19)“Development Parameters” means the following development parameters for developing a high rise residential development with shop-houses and facilities on the Land: • Net Land Area: 9,023 square metres • Site Coverage: Not less than 45% for the Podium and 35% for the residential towers • Building height: From 20 to 25 stories (excluding basements and mezzanine) • Plot Ratio: Not less than 7.2 (including not less than 5.5 for residential) on the Net Land Area • Population: Not less than 1,400 persons • Total number of units: Not less than 512 apartment units • Gross Floor Area for residential: Not less than 49,626.5 square metres (20)“Difference” shall have the meaning ascribed to it in Article 4.3(b) of this JV Agreement; (21)“Effective Date” means the date of the Investment Certificate; (22)“Estimated Market Value” shall have the meaning ascribed to it in Article 7.16(c)(ii)(A)(II) of this JV Agreement; (23)“Event of Force Majeure” means an event that is unforeseeable and of which the occurrence and consequences cannot be prevented or avoided by the Parties, including, but not limited to, change in law, earthquake, typhoon, flood, fire, and other natural disasters, riots, war (declared or undeclared), national emergency (declared or undeclared), insurrection, revolution and similar military actions; (24)“Facilities” mean the equipment, machinery, and other fixed and movable 50 structures and operational facilities procured, taken over by or to be purchased, built or established by the JVC; (25)“First Party Notice” shall have the meaning ascribed to it in Article 7.16(c)(ii)(C) of this JV Agreement; (26)“First Party” shall have the meaning ascribed to it in Article 7.16(c)(ii)(A) of this JV Agreement; (27)“Interest” in relation to each Party means that Party’s registered percentage of contribution to the Charter Capital and, for the avoidance of doubt, includes that Party’s actual and completed contributions to the Charter Capital and its committed (but not as yet completed) contributions to the Charter capital; (28)“Investment Capital” means Charter Capital plus Loans as stipulated in the Investment Certificate, including any increase or decrease of the Investment Capital as approved by competent authorities in amended Investment Certificate(s); (29)“Investment Certificate” means the investment certificate to be issued by the Licensing Authority to the JVC upon which the JVC is permitted to be established in accordance with the Laws of Vietnam for carrying out the Project; (30)“JV Agreement” means this Joint Venture Agreement; (31)“JVC” means the limited liability company with two (02) members to be established between the two Parties in accordance with terms and conditions of this JV Agreement, the Charter and the Laws of Vietnam; (32)“Key Management Personnel” shall have the meaning as defined in Article 8.2 of this JV Agreement; (33)“Land Use Right Certificate” or “LURC” means the land use right certificate to be issued by the People’s Committee of Ho Chi Minh City to confer on it the land use right with respect the Land; (34)“Land Value” has the meaning given in Article 4.1 of this JV Agreement; (35)“Land” shall have the meaning described in the Section A of the Introduction; (36)“Laws” means any legislation, ordinance, decree, circular, official letter, statute, act, rule, directive, order, treaty, regulation or announcement or any interpretation thereof enacted, issued or promulgated by any State Authority; (37)“Lender” shall have the meaning ascribed to it in Article 4.11(c) of this JV Agreement (38)“Licensing means any lawful State Authority of Vietnam that is authorized 51 Authority” to issue the Investment Certificate or to amend the same and any successor thereto; (39)“Loans” means loans that may be borrowed by the JVC pursuant to Article 4.10 of this JV Agreement; (40)“Management Budget” shall have the meaning as defined in Article 10.1(a) of this JV Agreement; (41)“Member Registration Book” means the register of Members of the JVC, which the Parties shall procure is prepared and maintained in accordance with the requirements specified, as at the Effective Date, in Article 40 of the Law on Enterprises (42)“Members’ Council” shall have the meaning given in Article 7.1 of this JV Agreement; (43)“Members’ Loan” shall have the meaning ascribed to it in Article 4.11(a)(i) of this JV Agreement; (44)“Members” means Party A and Party B and their permitted successors and assigns; and "Member" means any one of them; (45)“Net Land Area” shall have the meaning described in the Section A of the Introduction; (46)“NonContributing Party” shall have the meaning ascribed to it in Article 4.11(b) of this JV Agreement; (47)“NonTransferring Party" shall have the meaning ascribed to it in Article 5.2(a) of this JV Agreement; (48)“Offer" shall have the meaning ascribed to it in Article 5.2(a) of this JV Agreement; (49)“Party” means either Party A or Party B and their respective successors and permitted assigns and “Parties” means each and all of them; (50)“PreEstablishment Agreement” shall have the meaning ascribed to it in Article 19.2 of this JV Agreement; (51)“Project” shall have the meaning described in the Section A of the Introduction; (52)“Proposed Price" shall have the meaning ascribed to it in Article 5.2(a)(ii) of this JV Agreement; (53)“Put Option” shall have the meaning ascribed to it in Article 12.2(a)(i) of this JV Agreement; (54)“Put/Call Option shall have the meaning ascribed to it in Article 12.2(c) of this JV 52 Interest” (55)“Recipient Notice” Agreement; shall have the meaning ascribed to it in Article 7.16(c)(ii)(B) of this JV Agreement; (56)“Recipient Period” shall have the meaning ascribed to it in Article 7.16(c)(ii)(B) of this JV Agreement; (57)“Recipient” shall have the meaning ascribed to it in Article 7.16(c)(ii)(A) of this JV Agreement; (58)“Related Party Transaction” shall have the meaning ascribed to it in Article 11.1 of this JV Agreement; (59)“Related Persons” of a person means any individual or organization as stipulated in Article 4.17 of the Law on Enterprise; (60)“SIBOR” means the USD interest rate set by the Association of Banks in Singapore, the details of which (including quotation source and date) shall be approved by the Members’ Council (61)“Singapore Dollar” or “S$” means the lawful currency of Singapore; (62)“State Approval” means any approval, consent, concession, decree, license, permit, guarantee, authorization, waiver, privilege, exemption and approval from, or filing with, or notice to, any State Authority; (63)“State Authority” means the State of Vietnam and includes the Prime Minister, Government Office, any ministry, people’s committee, governmental office, body, council, department, political subdivision, agency or authority under the direct or indirect control of the State of Vietnam including the Licensing Authority; (64)“Term” means the term of operation of the JVC, of which the initial term is stated in Article 2.8 of this JV Agreement; (65)“Transfer Interest” shall have the meaning ascribed to it in Article 5.2(a) of this JV Agreement; (66)“Transferring Party” shall have the meaning ascribed to it in Article 5.2(a) of this JV Agreement; (67)“US$” or “United States Dollar” means the lawful currency of the United States of America; (68)“Valuer” shall have the meaning ascribed to it in Article 12.2(b) of this JV Agreement; (69)“VND” or “Vietnamese Dong” means the lawful currency of Vietnam; 53 (70)“Working Day” means any days excluding Saturdays and Sundays; 54 SCHEDULE MAP AND DETAILS OF THE LAND 55