DEPOSIT AGREEMENT

No. [ ]

Date_____________
This DEPOSIT AGREEMENT (the “Agreement”) is made on ____________2017 by and
between:

(1) VINA DAI PHUOC CORPORATION, a company incorporated and operating

under the Laws of Vietnam pursuant to Enterprise Registration Certificate No.
3600942720 issued on 15 November 2007, as amended for the third time on 26 May
2017 by Dong Nai Province Department of Planning and Investment.

Head office’s address : Dai Phuoc Lotus Project, Dai Phuoc

Commune, Nhon Trach District, Dong Nai
Province, Vietnam
Contact address : Ground Floor and Mezzanine, No. 87 Ham
Nghi Street, Nguyen Thai Binh Ward,
District 1, Ho Chi Minh City
Telephone : (84) 28 36 2222 68
Fax : [ ]
Tax Code 36 00 94 27 20
Representative : Lim Hua Tiong
Title : General Manager

(Under the Contract of Mandate No. VDP/2017/002 dated 23 August 2017)

(Hereinafter referred to as the “Developer”)

and

(2) PURCHASER

(If Purchaser is an individual)

Name :
Id Card No. :
Date of issuance :
Place of issuance :
Permanent address :
Contact address :
Telephone :
(If Purchaser is an enterprise)
Name :
Enterprise Registration :
Code
Registered address :
Telephone :
Represented by :
Bank account No. :
Bank name :
Bank address :

(Hereinafter referred to as the “Purchaser”).

The Developer and the Purchaser are hereinafter referred to individually as the “Party” and
collectively as the “Parties.”
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WHEREAS:

(A) The Purchaser intents to purchase a house of Swanbay (as defined below).

(B) The Developer and the Purchaser wish to secure the conclusion and execution of a sale
and purchase agreement pertaining the House (as defined below).

THEREFORE, IT IS HEREBY AGREED as follows:

ARTICLE 1: DEFINITION AND INTERPRETATION

1.1 Defined terms

Unless the terms and conditions of this Agreement otherwise provide, the following
words and terms shall have the meanings as set forth hereinafter:

“Deposit” means the deposit to be paid by the Purchaser under Article 2.

“House” means the house with specifications provided under Schedule 1.

“Swanbay” means the residential and commercial project developed by the

Developer in an area of approximately 198 hectares in Ong Con islands, Dai Phuoc
commune, Nhon Trach district, Dong Nai province, Vietnam in accordance with the
Investment Registration Certificate No. 9866236217 issued by People’s Committee of
Dong Nai Province on 15 November 2007 as amended for the third time on 26 May
2017 (and under the project name of Dai Phuoc Lotus).

“Force Majeure Event” means a circumstance beyond reasonable control of a Party

which results in such Party being unable to observe or perform on time any obligation
under this Agreement in the usual way. Such circumstance shall include but not
limited to:

(i) acts of God, lightning, earthquakes, floods, storms, explosions, fires and
natural disaster;

(ii) acts of war, acts of public enemies, terrorism, riots, civil commotion,
malicious damage, sabotage and revolution, strikes; and

(iii) acts of state or government (including but not limited to any competent State
authority refusing to give approval in respect of completion of the construction
of the House or placing the House into operation or withdrawing the
Developer’s licence to own and operate Swanbay), blockade, revolution,
insurrections, mobilization, riots, freight embargoes,

provided that any financial difficulty shall not be regarded as a Force Majeure Event.

“Purchase Price” means the purchase price of the House as specified under Schedule
2 herein.

“SPA” means an agreement to be entered into by the Developer and the Purchaser for
sale and purchase of the House, the terms and conditions of which have been or will
be provided to the Purchaser (but subject to any amendments that may be reasonably
made by the Developer from time to time and informed to the Purchaser).

“VAT” means value added tax under the laws of Vietnam.

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

(a) The meanings of the terms defined in Article 1.1 are equally applicable to both
the singular and plural forms of the terms. Words importing the singular
number include the plural number and vice versa.

(b) Headings are for convenience only and do not affect the interpretation of the
applicable articles, sections or paragraphs of this Agreement.

(c) Reference herein to Schedules and Articles are, unless otherwise stated,
references to schedules and articles of this Agreement.

(d) References to “include” or “including” are to be construed without limitation.

ARTICLE 2: DEPOSIT

2.1 Based on review of the legal status of land use right, planning and design of Swanbay
and in order to secure the execution of the SPA by the Purchaser, the Purchaser
hereby agrees to pay a deposit of VND [●] ( [ in words ]) (the “Deposit”) to the
Developer.

2.2 The Deposit shall be paid within seven (7) days from the date of this Agreement by
bank transfer to the Developer’s designated bank account as follows:

Name of account : Vina Dai Phuoc Corporation

Bank : Joint Stock Commercial Bank for Foreign

Trade of Vietnam – Nhon Trach Branch

Address: : Street Nguyen Huu Canh, Phu Hoi Commune,

Nhon Trach District, Dong Nai Province.

Account No. : 040 100 0 187 032

The Developer will be considered as having received the Deposit only after such
Deposit has been credited to the bank account of the Developer. All bank charges,
transfer fees, or similar payable expenses in relation to that payment of Deposit and/or
the remittance of such Deposit shall be borne by the Purchaser.

For the avoidance of doubt, any reservation fee or booking confirmation fee that have
been paid by the Purchaser to the Developer (if any) will be deemed as payment of a
part of the Deposit.

ARTICLE 3: EXECUTION OF SPA

3.1 Within one hundred and eighty (180) days of the date of this Agreement (or another
period as decided by the Developer but not later than two hundred and forty (240)
days from the date of this Agreement), the Developer will serve a notice to the
Purchaser requiring the Purchaser to sign the SPA (“SPA Signing Notice”).

Within fifteen (15) days from the receipt of the SPA Signing Notice by the Purchaser
and subject to the full payment of the Deposit and any other due amounts under this
Agreement, the Parties will sign the SPA.

3.2 Upon the execution of the SPA in accordance with Article 3.1, the paid Deposit and
the other payable amounts paid under this Agreement shall be deemed as part of the

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 payments by the Purchaser to the Developer under SPA. The Purchaser will be
responsible to pay the remaining parts of the Purchase Price to the Developer in
accordance with the terms and conditions of the SPA.

ARTICLE 4: RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1 In addition to other rights and obligations given to it under this Agreement, the
Developer has the following rights and obligations:

(a) To construct and complete the Swanbay in accordance with the issued licenses
and permits;

(b) To sign the SPA with the Purchaser in accordance with this Agreement; and

(c) To receive the Deposit and other payments from the Purchaser in accordance
with this Agreement.

4.2 In addition to other rights and obligations given to it under this Agreement, the
Purchaser has the following rights and obligations:

(a) To pay the Deposit and other payments to the Developer in accordance with
this Agreement;

(b) To promptly provide necessary documents as reasonably requested by the

Developer to prove its eligibility to purchase and own the House;

(c) To sign the SPA with the Developer in accordance with this Agreement; and

(d) To keep confidential any information which Purchaser is aware of and/or has
been provided with in relation to this Agreement, unless the disclosure is made
(i) with the consent of the Developer or (ii) as required by the laws of Vietnam
or the decision of the courts and/or competent authority.

ARTICLE 5: BREACH BY PARTIES

5.1 Breach by the Developer

If the Deposit has been paid to the Developer and the Developer unilaterally
terminates this Agreement without faults of the Purchaser and not due to occurrence
of any of Force Majeure Events, the Developer shall be liable to (i) refund the Deposit
and all other amounts that have been paid by the Purchaser to the Developer under
this Agreement and (ii) pay a penalty of an amount equivalent to the Deposit to
Purchaser.

5.2 Breach by the Purchaser

(a) Without prejudice to the other rights given to Developer according to this
Agreement and the laws of Vietnam, if the Purchaser fails to pay in part or in
full the Deposit and any other payable amounts to the Developer under this
Agreement on the respective due date, the Purchaser must pay late payment
interest on such overdue amount calculated from the due date until all overdue
amounts have been paid to the Developer with the interest rate of 1.125% per
month or 13.5% per year (for the purpose of this Agreement, one month shall
be 30 days and one year shall be 360 days).

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 For the avoidance of doubts, if the Deposit or any other payable amounts
under this Agreement is not made by the Purchaser within forty five (45) days
from the respective due date, the Developer will be entitled to:

(i) terminate this Agreement at its sole discretion in accordance with

Article 7;

(ii) request the Purchaser to pay a penalty of an amount equivalent to the

Deposit; and

(iii) subsequently dispose of or otherwise deal with the House without

further reference or notice to the Purchaser and without compensation
whatsoever payable to the Purchaser.

(b) Without prejudice to other rights given to Developer under this Agreement and
the laws of Vietnam, if the SPA is not entered into due to the Purchaser’s
faults including but not limited to:

(i) the Purchaser unilaterally terminates this Agreement; or

(ii) the Purchaser is in breach of Article 4.2(b) or Article 4.2(c),

the Developer will be entitled to:

(i) retain the Deposit and the Deposit will be forfeited by the Purchaser to
the Developer;

(ii) terminate this Agreement; and

(iii) subsequently dispose of or otherwise deal with the House without

further reference or notice to the Purchaser and without compensation
whatsoever payable to the Purchaser.

ARTICLE 6: TERM AND TERMINATION

6.1 The effective term of this Agreement shall commence on the signing date of this
Agreement and shall expire on the effective date of the SPA. Upon the effectiveness
of the SPA, this Agreement shall be automatically terminated and the rights and
obligations of the Parties pertaining the House shall be governed by the SPA.

6.2 This Agreement may be terminated in accordance with Article 8.2. In this case, unless
otherwise agreed by the Parties, the Developer will refund to the Purchaser the
Deposit and other amounts that have been paid by the Purchaser to the Developer
within thirty (30) days after the termination of the Agreement.

6.3 This Agreement may also be terminated:

(a) by mutual agreement in writing between the Parties. In this case, the Parties
will mutually agree on the settlement method of Deposit and other amounts
that have been paid by the Purchaser to the Developer.

by the Developer sending a termination notice to the Purchaser if there is any

breach or non-observance of any of the obligations of the Purchaser hereunder
and the Purchaser fails to remedy such breach within seven (7) days of
receiving request from the Developer to remedy the breach. In this case, the
Deposit will be forfeited by the Purchaser.

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6.4 If this Agreement is terminated for any of the foregoing reasons, such termination
shall not affect any rights or actions the Developer may have against the Purchaser
prior to the date of such termination.

ARTICLE 7: NOTICE

7.1 All notices, proposals, payment request or correspondences (the “Notice”) sent by
either Party to other Party must be in writing, sent to the mailing address and must be
sent by prepaid registered mail to the recipient or hand-delivered to the following
recipients, unless changed by written notice of the Parties:

If sending to Developer:
Address : Vina Dai Phuoc Corporation, Ground Floor and
Mezzanine, No. 87 Ham Nghi Street, Nguyen
Thai Binh Ward, District 1, Ho Chi Minh City
Recipient : Sales Department

If sending to the Purchaser:

Recipient : [ ]
Address : [ ]

7.2 Notices sent by either Party to other Party under this Agreement shall be deemed to be
received by other Party: (i) on the date of receiving if being hand-delivered with
signature; or (ii) on the date of delivering at the address of the Purchaser if being sent
by registered mail in accordance with confirmation of delivery agent regardless of
who actually receives the notice. In the above cases, if the date to be considered as
receipt of the Notice is not the working day, this Notice shall be deemed to be
received on the next working day.

ARTICLE 8: FORCE MAJEURE

8.1 Any failure by a Party affected by a Force Majeure Event to perform its obligations
under this Agreement shall not be a breach of this Agreement and such failure shall
not entitle the other Party to terminate this Agreement provided that the affected Party
has notified the other Party of the Force Majeure Event within fifteen (15) days from
the occurrence of a Force Majeure Event.

8.2 The Parties shall suspend the performance of this Agreement during the occurrence of
the Force Majeure Event. The Parties shall resume the performance of this Agreement
as soon as the Force Majeure Event ceases to occur. If the suspension lasts for more
than ninety (90) days, each Party shall have the right to terminate this Agreement.
None of the Parties shall have any liability for the termination of this Agreement
under this Article.

ARTICLE 9: OTHER PROVISIONS

9.1 This Agreement takes effect from its signing date.

9.2 All amendments and supplements to this Agreement shall must be made in writing
and signed by the Parties.

9.3 Every provision, and each part thereof, contained in this Agreement shall be severable
and distinct from the other provisions, and each part thereof. If any provision is
invalid, illegal or unenforceable under the law, the validity, legality and enforceability

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 of the remaining provisions of this Agreement shall not in any way be affected. To
the extent permitted by applicable law, the Parties hereby waive any provision of
applicable law which renders any provision of this Agreement prohibitive or
unenforceable in any respect. If any provision is invalid, illegal or unenforceable each
Party shall do all such acts and things as reasonably required for the purpose of giving
the full benefit and effect to the commercial intention of the Parties.

9.4 No failure to exercise nor any delay in exercising any right, power or remedy under
this Agreement operates as a waiver. A single or partial exercise or waiver of the
exercise of any right, power or remedy does not preclude any other or further exercise
of that or any other right, power or remedy. A waiver is not valid or binding on the
Party granting that waiver unless made in writing.

9.5 This Agreement is governed by the laws of Vietnam.

9.6 All disputes arising from or relating to this Agreement shall be resolved in good faith
through negotiations between the Parties. If a dispute cannot be resolved within sixty
(60) days from the notification of such dispute, either Party has the right to refer the
dispute to competent courts in Vietnam for resolution.

9.7 This Agreement is made into three (03) originals in English and three (03) originals in
Vietnamese having the same validity. The Developer shall keep two (02) originals
and the Purchaser shall keep one (01) original of each language.

VINA DAI PHUOC CORPORATION PURCHASER

Name: Mr./Ms.

Title:

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 SCHEDULE 1

HOUSE’S DESCRIPTION

Type of House: [Villa/Townhouse]:

[Villa/Townhouse] No.:

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 SCHEDULE 2

PURCHASE PRICE

The Purchase Price is VNDxxx (in words)

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