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LEASE AGREEMENT
BETWEEN
CHIP MONG RETAIL CO., LTD.

[THE LESSOR]
AND
SS BRANDSHOP CO., LTD

SAMSUNG
[THE LESSEE]
CHIP MONG 271 MEGA MALL
Ref: LA-CM271-SSB-210112
SAMSUNG – Version BR and TOS - Keep Page 1 of 78

CONTENTS
ARTICLE I ............................................................................................................................................................................... 4
DEFINITIONS AND INTERPRETATION ....................................................................................................................... 4
SECTION 1.1 DEFINITIONS .................................................................................................................................. 4
SECTION 1.2 INTERPRETATION ......................................................................................................................... 8
ARTICLE II ............................................................................................................................................................................. 9
AGREEMENT TO LET ......................................................................................................................................................... 9
SECTION 2.1 AGREEMENT TO LET .................................................................................................................... 9
SECTION 2.2 HANDOVER FOR FIT OUT WORKS .......................................................................................... 9
SECTION 2.3 DEPOSITS GENERALLY ............................................................................................................ 10
SECTION 2.4 MAINTENANCE & TRANSFER OF DEPOSITS ..................................................................... 10
SECTION 2.5 REFUND OF DEPOSITS ............................................................................................................... 11
SECTION 2.6 SECURITY DEPOSIT .................................................................................................................... 11
SECTION 2.7 UTILITIES DEPOSIT .................................................................................................................... 11
SECTION 2.9 RESTORATION DEPOSIT .......................................................................................................... 11
SECTION 2.10 FORFEITURE OF DEPOSITS ...................................................................................................... 11
SECTION 2.11 RENT, SERVICE CHARGE AND ADVERTISING AND PROMOTION FEE ................... 12
SECTION 2.12 SERVICE CHARGE ....................................................................................................................... 12
SECTION 2.13 ADVERTISING AND PROMOTION FEE ................................................................................ 12
ARTICLE III.......................................................................................................................................................................... 12
LESSEE’S COVENANTS.................................................................................................................................................... 12
SECTION 3.1 COMMENCEMENT OF BUSINESS ........................................................................................... 12
SECTION 3.2 PAYMENT OF CHARGES FOR UTILITIES ............................................................................. 13
SECTION 3.3 UPKEEP AND MAINTENANCE OF DEMISED PREMISES ................................................ 13
SECTION 3.4 COMPLIANCE WITH INTERNAL REGULATIONS AND LESSOR’S RULES &
REGULATIONS ............................................................................................................................. 13
SECTION 3.5 INJURY TO PERSON .................................................................................................................... 14
SECTION 3.6 USE OF THE DEMISED PREMISES .......................................................................................... 14
SECTION 3.7 ACTS AFFECTING INSURANCE RISKS ................................................................................. 14
SECTION 3.8 COVENANT NOT TO AFFECT INTEREST OF LESSOR ...................................................... 14
SECTION 3.9 COVENANT TO MAINTAIN STANDARD............................................................................. 15
SECTION 3.10 TO PERMIT INSPECTION AND REPAIRS ............................................................................. 15
SECTION 3.11 RESTRICTION AGAINST ALTERATIONS OR RENOVATIONS ..................................... 15
SECTION 3.12 THE PROMOTION OF THE LEASED PREMISES.................................................................. 15
SECTION 3.13 COMMON PROPERTY................................................................................................................. 16
SECTION 3.14 NOT TO ASSIGN OR UNDERLET ETC. .................................................................................. 16
SECTION 3.15 TO COMPLY WITH THE LAW ................................................................................................... 16
SECTION 3.16 TAXES .............................................................................................................................................. 16
SECTION 3.17 COVENANT TO OBTAIN LICENCES ...................................................................................... 17
SECTION 3.18 COMPLIANCE WITH WELFARE REGULATIONS................................................................ 18
SECTION 3.19 LESSEE’S INSURANCE ................................................................................................................ 18
SECTION 3.20 DAMAGE TO THE COMMON PROPERTY, COMPLEX OR DEMISED PREMISES...... 20
SECTION 3.21 COVENANT TO PAY COST OF REPLACEMENT OF ELECTRICAL FITTINGS ............ 20
SECTION 3.23 TO PERMIT INSPECTION PRIOR TO DETERMINATION OF LEASE ............................ 21
SECTION 3.24 YIELDING UP ON DETERMINATION OF LEASE ................................................................ 21
SECTION 3.25 RESTORATION OF DEMISED PREMISES ............................................................................. 21
SECTION 3.26 FAILURE TO VACATE ON TERMINATION .......................................................................... 21
SECTION 3.27 OPERATION HOURS OF DEMISED PREMISES ................................................................... 21
SECTION 3.28 GUARANTEE & INDEMNITY .................................................................................................... 22
SECTION 3.29 WHERE LESSEE IS A BODY CORPORATE ............................................................................ 22
SECTION 3.30 IMPROVEMENT TO DEMISED PREMISES BY LESSEE...................................................... 23
SECTION 3.31 POINT OF SALE SYSTEM ................................................................................................................ 23
SECTION 3.32 DAILY NET SALES AND SALE CASH DEPOSIT ....................................................................... 23
ARTICLE IV.......................................................................................................................................................................... 24
LESSOR’S COVENANTS .................................................................................................................................................. 24
SECTION 4.1 QUIET ENJOYMENT WITHOUT INTERRUPTIONS ............................................................ 24
SECTION 4.2 OPERATION HOURS OF LEASED PREMISES ...................................................................... 24
SECTION 4.3 UPKEEP OF LEASED PREMISES ............................................................................................... 24
SECTION 4.4 COVENANT TO PROVIDE SERVICES .................................................................................... 24

ARTICLE V ........................................................................................................................................................................... 25
TERMINATION .................................................................................................................................................................. 25
SECTION 5.1 EVENTS OF DEFAULT, TERMINATION & CONSEQUENCES, ETC. .............................. 25
SECTION 5.2 EXERCISE OF REMEDIES ........................................................................................................... 28
ARTICLE VI.......................................................................................................................................................................... 28
LIMITATION OF LIABILITY ........................................................................................................................................... 28
SECTION 6.1 BREAKDOWN OF SERVICES .................................................................................................... 28
SECTION 6.2 DAMAGE TO GOODS ETC. ...................................................................................................... 28
SECTION 6.3 OVERFLOW / LEAKAGES / FAILURE OF SUPPLY OF UTILITIES .................................... 29
SECTION 6.4 ACCESS IN EMERGENCY ........................................................................................................... 29
SECTION 6.5 ACCIDENT ...................................................................................................................................... 29
ARTICLE VII ........................................................................................................................................................................ 29
DAMAGE/FORCE MAJEURE/LAND ACQUISITION EVENT ................................................................................. 29
SECTION 7.1 DAMAGE BY FIRE ........................................................................................................................ 29
SECTION 7.2 FORCE MAJEURE/EXPROPRIATION ...................................................................................... 30
ARTICLE VIII....................................................................................................................................................................... 30
LESSOR’S RIGHTS............................................................................................................................................................. 30
SECTION 8.1 LESSOR’S EXERCISE OF DISCRETION .................................................................................. 30
SECTION 8.2 LESSOR’S RIGHT TO RELOCATE LESSEE ............................................................................ 31
SECTION 8.3 SET-OFF OR APPROPRIATION ................................................................................................ 31
SECTION 8.4 NAMING RIGHTS ........................................................................................................................ 32
SECTION 8.5 RIGHTS UNDER LAW ................................................................................................................. 32
SECTION 8.6 MANAGEMENT OF LEASED PREMISED BY THIRD PARTIES ....................................... 32
SECTION 8.7 EXHIBITIONS, DISPLAYS AND FUNCTIONS ON COMMON PROPERTY .................. 32
ARTICLE IX .......................................................................................................................................................................... 33
OPTION TO RENEW.......................................................................................................................................................... 33
SECTION 9.1 OPTION TO RENEW ................................................................................................................... 33
ARTICLES X ......................................................................................................................................................................... 33
MISCELLANEOUS ............................................................................................................................................................. 33
SECTION 10.1 INDULGENCE OR WAIVER.......................................................................................................... 33
SECTION 10.2 COSTS ................................................................................................................................................... 33
SECTION 10.3 NOTICE........................................................................................................................................... 34
SECTION 10.4 SUCCESSORS BOUND ............................................................................................................. 34
SECTION 10.5 TIME .................................................................................................................................................... 34
SECTION 10.6 ACTS OR DEFAULTS OF LESSEE’S AGENTS, SERVANTS ............................................ 34
SECTION 10.7 NO RELIANCE ON REPRESENTATION BY LESSOR ....................................................... 34
SECTION 10.8 LIMIT OF LESSEE’S RIGHT..................................................................................................... 34
SECTION 10.9 MONOPOLY ...................................................................................................................................... 35
SECTION 10.10 PERSONAL DATA ..................................................................................................................... 35
SECTION 10.11 EVIDENCE OF INDEBTEDNESS................................................................................................ 35
SECTION 10.12 ORIGINALS .................................................................................................................................... 35
SECTION 10.13 SEVERANCE ................................................................................................................................ 35
SECTION 10.14 ENTIRETY OF AGREEMENT, AMENDMENT AND ANNEXES ......................................... 35
SECTION 10.15 EFFECTIVE DATE .......................................................................................................................... 36
SECTION 10.16 ASSIGNMENT ............................................................................................................................ 36
SECTION 10.17 NO RELATIONSHIP, PARTNERSHIP, ETC. ............................................................................ 36
SECTION 10.18 SPECIAL TERMS & CONDITIONS.......................................................................................... 36
SECTION 10.19 ESSENTIAL TERMS....................................................................................................................... 36
SECTION 10.20 EXCLUSION OF IMPLIED TERMS .......................................................................................... 36
SECTION 10.21 LAW AND JURISDICTION ........................................................................................................ 37
FIRST SCHEDULE .............................................................................................................................................................. 39
0BFIRST SCHEDULE.......................................................................................................................................................... 39
SECOND SCHEDULE ........................................................................................................................................................ 44
THIRD SCHEDULE ............................................................................................................................................................ 46
FOURTH SCHEDULE ........................................................................................................................................................ 53
FIFTH SCHEDULE .............................................................................................................................................................. 56
SIXTH SCHEDULE ............................................................................................................................................................. 74

This Lease Agreement (hereinafter referred to as the “Agreement’’) is made on ............................. (Date)
By and between,
CHIP MONG RETAIL CO., LTD (hereinafter referred to as “LESSOR”), a company incorporated
under the laws of the Kingdom of Cambodia, having its detail below:
Registered Address : #St271, Phum Prek Ta Nu, Sangkat Chak Angrae Leu, Khan Mean Chey,
Phnom Penh, Kingdom of Cambodia.
Registration number : 00027279
Tax Register number : L001-902003438
Represented by : Mr. Arnaud DUFRESNE, President
And,
SS BRANDSHOP CO., LTD. (hereinafter referred to as “LESSEE”), a company incorporated under

the laws of the Kingdom of Cambodia, having its detail below:
Register Address : #306BCD, St. Preah Monivong, Sangkat Chatomuk, Khan Daun Penh,
Phnom Penh, Cambodia
Registration number : 00021245
Tax Register number : K003-901639866
Represented by : Y RETHY
(Should there be any change regarding the information mentioned above, the Parties shall immediately
notify to the other party in writing)
NOW THIS AGREEMENT WITNESSETH as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS
Whenever used in this Agreement unless the context shall otherwise require, the following expressions
shall have the following meanings:
“Agreement” means this agreement and includes all annexures, appendices,

schedules to this agreement and any variation, amendment,
modification or extension thereof or supplemental thereto made
between the parties hereto in writing from time to time in force;
“Authorities” means any national, state, local, provincial or municipal

government, semi-government, quasi-government or other body
or authority, statutory or otherwise, including but not limited to
any court or tribunal having jurisdiction in relation to the Demised
Premises, the Leased Premises and the Mall;
“Base Rent” means the amount of money as stated in Item 8(a) of the First
Schedule payable monthly by the Lessee to the Lessor;

“Lessor” means CHIP MONG RETAIL CO., LTD and includes its successors
in title and assigns;
“Common Property” means all those parts, area, premises and facilities of and in the
Leased Premises which are managed and under the control of the
Lessor and those parts and area which are not demised or intended
to be demised by the Lessor to the Lessee or to any other Lessees
including but without limiting the generality of the foregoing, all
driveways, service areas, car parks, walkways, pavements,
passages, entrances, courts, vestibules, halls, lavatories, water
closets, stairways, elevators, escalators and garden and such other
areas, amenities, grounds and conveniences which are now or
hereafter provided or designated by the Lessor at their absolute
discretion from time to time for the common or general use or
benefit of the lessees, customers, employees, invitees and licensees
or other persons having the same rights;
“Daily Rent” means the annual Gross Rental divided by 365 days;
“Daily Net Sales” means all Net Sales and other transaction amounts that the Lessee
generated and collected on a daily basis through its business
operations at the Demised Premises and shall refer to all sale of
goods and services, service fee, processing fee and others
excluding VAT that arises through sale regardless of being paid in
cash or cheque, by credit card, by voucher or gift cards, through
instalment sales, on credit or by any other mode of payment and
regardless of whether it is a foreign or local transaction or any other
form of transactions;
“Demised Premises” means all that parcel of business premises in the Leased Premises
outlined in red in the Floor Plan in area and description as
provided in Item 4 of the First Schedule annexed hereto;
“Deposits” means the Security Deposit, the Utilities Deposit, Fit out Deposit,
the Restoration Deposit paid by the Lessee to the Lessor under this
Agreement;
“Fit Out Guide” means the design and fit out manual supplied by the Lessor for
compliance by the Lessee at the time of carrying out the Fit Out
Works and which may be varied and/or supplemented by the
Lessor from time to time at its sole and absolute discretion;
“Fit Out Period” means the period as set out in Item 6 of the First Schedule;
“Fit Out Works” means the fitting out of the Demised Premises to be carried out by
the Lessee in accordance with its plans and specifications in respect

of which the prior written approval of the Lessor and/or the
relevant Authorities has been obtained;
“Floor Plan” means the floor plan of the Leased Premises on which the Demised
Premises is located annexed hereto and marked as “ANNEX A”;
“Gross Rental” means the amount of money as stated in Item 8(b) of the First
Schedule payable monthly by the Lessee to the Lessor comprising
the Base Rent, the Service Charge and the Advertising and
Promotion Fee;
“Gross Sales” means the aggregate of all gross revenue income, money or other
consideration received or receivable as defined in Paragraph 10 of
the Third Schedule;
“Handover Date” means the date as set out in Item 5 of the First Schedule;
“Mall” means the shopping mall known as CHIP MONG 271 MEGA
MALL or any other name that the Lessor may at their absolute
discretion decide;
“Operation Hours of the Leased means the time the Leased Premises is open for business as
Premises” described in Item 12 of the First Schedule;
“POS System” means the cash register devices and/or point of sales system as
may be provided by the Lessor for the collection of the Net Sales
and other receivables of the Demised Premises;
“Advertising and Promotion means the amount of money payable by the Lessee as stated in
Fee” Item 11 of the First Schedule as determined from time to time by
the Lessor for the promotion and the advertisement of the Leased
Premises;
“Rent” means the Minimum Rent or the Turnover Rent for the Demised
Premises as stated in Items 8 and 9 of the First Schedule, whichever
is the higher; plus, Service Charge and Advertising & Promotion
Fee.
“Rent Commencement Date” means the date the Rent shall commence as stated in Item 7 of the
First Schedule;
“Security Deposit” means the amount of money as stated in Item 13(a) of the First
Schedule which is equivalent to three (3) months’ Gross Rental or
such other sum as determined by the Lessor as security for the
observance and performance by the Lessee of the covenants, terms
and conditions of this Agreement;
“Restoration Deposit” means the amount of money as stated in Item 13(c) of the First
Schedule;

“Rules & Regulations” means the rules and regulations for regulating the control,
management, administration, use and enjoyment of the Mall,
Demised Premises, Common Property and the Leased Premises, a
copy of which is annexed hereto as the Fifth Schedule which may
be added to, amended or varied by the Lessor from time to time at
its absolute discretion;
“Service Charge” means the amount of money payable by the Lessee as stated in
Item 10 of the First Schedule as determined from time to time by
the Lessor for all cost and expenses of the Lessor for the provision
of services, which is provided by the Lessor to the Lessee in
relation to the management of the Mall, which includes the cost of
electricity, gas, air-conditioning, ventilation, water, maintenance,
upkeep and management and all other related services of the
common properties of the whole Mall;
“Lessee” means the party referred to in Item 1 of the First Schedule and
includes (in the case of a natural person) his legal representatives
and permitted assigns, (in the case of a corporation or company)
its successors in title and permitted assigns;
“Lease” means the lease of the Demised Premises granted by the Lessor to
the Lessee referred to in Section 2.01;
“Lease Commencement Date” means the date of commencement of the Lease as stated in Item 3
of the First Schedule;
“Term” means the tenure of the Lease as stated in Item 2 of the First
Schedule;
“Utilities” means water, gas, electricity, telecommunication, sewerage, chilled

water, fuel, oil and any other utilities supplied to the Demised
Premises and/or incurred and/or consumed by the Lessee within
the Demised Premises;
“Utilities Deposit” means the amount of money as stated in Item 13(b) of the First
Schedule;
“Withholding Tax Payable” means the amount of tax to be withheld and paid by the Lessee to
the relevant Authorities for the supply of the lease of the Demised
Premises under this Agreement by the Lessor to the Lessee
pursuant to the law;
“Calendar Day” Means a day of a month, including Saturday, Sunday and holiday
in accordance with Cambodian Laws;

“Working Day” means the working day excluding Saturday, Sunday and holidays
in accordance with Cambodian Laws.
SECTION 1.2 INTERPRETATION
(a) Words importing the masculine gender shall include the feminine and neuter gender and
words importing the singular shall include the plural and vice versa.
(b) The clause headings and sub-headings in this Agreement are for ease of reference only and do
not affect its construction nor limit its scope.
(c) Words importing persons shall include individuals and bodies corporate.
(d) Any reference to a recital, section, clause, sub-clause, paragraph, sub-paragraph, annex,
schedule or party is to the relevant recital, section, clause, sub-clause, paragraph, sub-
paragraph, annexure, schedule or party of, or to, this Agreement and any reference to this
Agreement or any of the provisions hereof includes all amendments and modifications made
to this Agreement from time to time in force.
(e) Any reference to “pay” or cognate expressions, includes payments made in through prefer
inter-bank transfer to the account of the payee, giving the payee access to immediate available,
freely transferable, cleared funds and the word “United States Dollar” and the abbreviation
“USD” mean the lawful currency of the country of United States of America.
(f) Any covenant, term, condition or provision of this Agreement to be performed or warranty,
guarantee or indemnity given by two or more persons shall bind those persons jointly and each
of them severally.
(g) The terms and conditions of this Agreement are to be read and interpreted together with the
schedules attached hereto which said schedules shall form an integral part of this Agreement.
(h) The Floor Plan annexed hereto and the details shown thereon shall be for the purposes of
identification only and no warranty or condition expressed or implied shall be given or deemed
to be given in respect of such floor plan or the details shown thereto or any matter or thing
shown thereon or referred to.
(i) Any reference to a specific statute include any statutory extension or modification amendment
or re-enactment of such statute and any decrees, ministerial orders, proclamations, decisions
or circular made under such statute and any general references to "statute" or "statutes"
includes any sub-decree, ministerial orders, proclamations, decisions or circular made under
such statute or statutes.
(j) Any reference to “law” shall be construed so as to include, without limitation, any Law, Code,
ordinance, statutory or municipal, rule, regulation, ruling, decree or order enacted issued or
decreed by the National Assembly of Kingdom of Cambodia, the Royal Government of
Cambodia or any bureau, minister, agency, court, regulatory body, authority, legislative body
or department thereof.

(k) Unless otherwise expressly stated, a period of days from the occurrence of an event or the
performance of any act or thing shall be deemed to exclude the day on which the event happens
or the act of thing is done or to be done and shall be calculated from the day immediately
following such an event or act or thing and if the last day of the period falls on a Saturday,
Sunday or public holiday then the period shall include the next succeeding day which is not a
Saturday, Sunday or public holiday.
(l) The expression “month” shall be calculated to be a period from a specific day to and including
the day immediately preceding the day corresponding to the specific day in the subsequent
month or if there be no such day in such subsequent month, the last day of that month.
ARTICLE II
AGREEMENT TO LET
SECTION 2.1 AGREEMENT TO LET
The Lessor hereby leases to the Lessee and the Lessee hereby takes from the Lessor a Lease of the
Demised Premises on an “as is where is” basis together with the use and enjoyment in common with
other persons entitled thereto of the Common Property during the Operation Hours of the Leased
Premises for the Term and commencing on the Lease Commencement Date at the Rent upon the terms
and conditions hereinafter contained.
SECTION 2.2 HANDOVER FOR FIT OUT WORKS
(1) Subject to the Lessee having paid the Fit Out Deposit and other Deposits and Fit Out
Management Fee, the Lessor shall hand over vacant possession of the Demised Premises on an
"as is where is" basis to the Lessee on the Handover Date solely for the purpose of carrying out
the Fit Out Works during the Fit Out Period and the Lessee shall not be required to pay any
Rent for the Fit Out Period. The Lessee shall carry out the Fit Out Works during the Fit Out
Period in accordance with the terms and condition as provided in the Fourth Schedule hereof.
(2) The Lessee hereby acknowledges and agrees with the Lessor that during the Fit Out Period, the
Lessee is authorized by the Lessor to enter and take possession of the Demised Premises for the
sole purpose of carrying out the Fit Out Works.
(3) In the event that:
(a) the Lessee shall have failed to accept delivery of vacant possession of the Demised
Premises for the purpose of carrying out the Fit Out Works before the Handover Date;
or
(b) the Lessee shall have failed to pay the Fit Out Deposit and the Deposits before the
Handover Date; or
(c) the Lessee shall have failed to commence Fit Out Works within Seven (07) days from
the date of commencement of the Fit Out Period; or

(d) the Lessee fails to complete the Fit Out Works on the ·expiry of the Fit Out Period and
such period of delay exceeds fifteen (15) days after the expiry of the Fit Out Period; or
(e) the Lessee commits any breach or default in the due and punctual payment,
performance or observance of any of the covenants, conditions and provision of this
Agreement on its part to be paid performed and observed and such breach or default
continues for a period of Seven (07) days after the Lessor has served notice in writing
on the Lessee requiring such breach or default to be remedied; or
(f) a ground or grounds for dissolution of the Lessee has/have occurred including but not
limited to bankruptcy has/have occurred save and except for the purpose of
reconstruction or amalgamation within its group with the written consent of the Lessor
which consent shall not be unreasonably withheld or has a receiver or receiver-
manager appointed in respect of all or any part of its assets or has a court order,
judgment or decree obtained against it and such order, judgment or decree is not
effectively stayed within thirty (30) days from the date(s) thereof; or
(g) if the Lessee is found to be a bankrupt or commits any act of bankruptcy or becomes a
bankrupt; or
(h) if any distress or execution proceedings is levied against the Lessee and the same is not
satisfied or discharged by the Lessee within thirty (30) days;
then in any one or more of such cases, the Lessor may legally terminate this Agreement by
notice in writing to the Lessee and the Lease granted hereunder to the Lessee shall cease
immediately and the Lessee shall be obliged to redeliver to the Lessor vacant possession of the
Demised Premises in its original condition as at the date vacant possession of the Demised
Premises is delivered to the Lessee and the Lessor shall be entitled to forfeit the Deposits and
the Fit Out Deposit and all monies already paid by the Lessee hereunder but without prejudice
to any action or other remedy which the Lessor has or might have or otherwise could have for
the recovery of a sum equal to the remainder of the Rent for the whole of the unexpired period
of the Term and other loss or damages and arrears incurred or suffered by the Lessor as a result
of any such event.
SECTION 2.3 DEPOSITS GENERALLY
Lessee shall pay to the Lessor by way of deposit: Security Deposit, Utilities Deposit, and Fit Out Deposit
/Restoration Deposit in accordance with the arrangement set forth in Item 13 of First Schedule and the
deposit shall pay in full before handover date as security for the observance and performance by the
Lessee of the covenants terms and stipulations hereinafter contained.
SECTION 2.4 MAINTENANCE & TRANSFER OF DEPOSITS
(1) The Deposits payable to the Lessor pursuant to Section 2.05 hereof shall be maintained for the
duration of the Term hereby created and shall not be treated or set off by the Lessee at any time
during the Term hereby created or any renewal thereof.

(2) In the event the Lessor assigns or transfers its interest under the Lease, it may pay or transfer
to the assignee or transferee the Deposits or the balance of the Deposits then held by it and after
doing so shall be discharged from any liability to the Lessee or any other person with respect
to the Deposits.
SECTION 2.5 REFUND OF DEPOSITS
Subject to Lessee duly observe and compliance with Lessee’s covenants and conditions herein
contained, the Lessor shall within reasonably time upon expiry of this Lease Agreement refund to the
Lessee the forgoing deposit free of interest, less all costs and expenses and Utility Charges payable by
the Lessee to the Lessor hereunder. The deposits shall not be deemed to be or treated as payment of
Rent unless consent to in writing by the Lessor.
SECTION 2.6 SECURITY DEPOSIT
The Security Deposit shall be paid to the Lessor as provided in Section 2.05 and shall be held by the
Lessor as security for the due performance and observance by the Lessee of all covenants and provisions
contained in this Agreement. The Security Deposit shall not be appropriate or set off. Any forfeiture of
the Security Deposit pursuant to terms of this Agreement shall in no way prejudice or affect the rights
of the Lessor in respect of any breaches by the Lessee of any other covenants conditions terms or
provisions of this Agreement.
SECTION 2.7 UTILITIES DEPOSIT
The Utilities Deposit shall be paid to the Lessor as provided in Section 2.05 and shall be held by the
Lessor as security for the payment by the Lessee of all charges and outgoings in respect of the Utilities
consumed and used by the Lessee in the Demised Premises PROVIDED ALWAYS THAT the Lessor
shall at any time be entitled to increase such Utilities Deposit by notice in writing to the Lessee and the
said notice to increase shall be conclusive and binding on the Lessee as to the increase payable for the
time being on the part of the Lessee and shall be effective from the date specified in the said notice.
SECTION 2.8 FIT OUT DEPOSIT
The deposit paid by Lessee to Lessor for the due performance of the terms and conditions in relation to
the Fit Out works of this Lessee Lease Agreement by the Lessee and/or their construction contractor or
agent. Upon the commencement date and PROVIDED ALWAYS that the Lessee shall have complied
with all the Lessee covenants and condition set out herein, the Fit Out Deposit shall be automatically
reclassified as Restoration Deposit upon completion of the fitting out in the Demised Premises.
SECTION 2.9 RESTORATION DEPOSIT
The Lessee shall pay the Restoration Deposit as provided in Section 2.05 to the Lessor as security for
making good the damage to fixtures, fittings, structures, mechanical and electrical equipment and
installations whatsoever found in the Demised Premises and/or the Common Property caused by the
Lessee, its servants, licensees, agents, customers or invitees.
SECTION 2.10 FORFEITURE OF DEPOSITS

(1) In the event of this Agreement being terminated by the Lessor in accordance with Section 5.01
of this Agreement, the Deposits may at the absolute discretion of the Lessor be forfeited to the
Lessor without prejudice to any other remedy which the Lessor may be entitled to in law
and/or under the provisions of Section 5.01 hereof.
SECTION 2.11 RENT, SERVICE CHARGE AND ADVERTISING AND PROMOTION FEE
The Rent, Service Charge and Advertising and Promotion Fee for the Demised Premises shall be paid
by the Lessee to the Lessor as provided and calculated in the manner set out in the Third Schedule.
SECTION 2.12 SERVICE CHARGE
The Lessee shall pay the Service Charge to the Lessor monthly in advance forming part of the Gross
Rental in the manner set out in the Third Schedule.
The Lessor shall be entitled at its sole and absolute discretion to revise the Service Charge from time to
time by giving written notice to the Lessee, who shall be bound by such revision from the date stated
in such notice.
SECTION 2.13 ADVERTISING AND PROMOTION FEE
(1) The Lessee agrees that an Advertising and Promotion fee as stipulated in Item 11 of the First
Schedule is payable to the Lessor as support to generate the necessary publicity and/or
otherwise enhance the business opportunities and welfare of the Lessee and such promotion
and advertising campaigns shall be in such manner, form and content as the Lessor may think
fit.
(2) Nothing hereinabove contained shall be constructed as conferring upon the Lessee any right to
demand exposure and/or otherwise to have any say in respect of any such promotion and/or
advertising campaigns. The Lessee hereby agrees that the manner in which the Advertising and
Promotion Fee is utilized by the Lessor shall be at the Lessor's absolute discretion.
(3) The Lessor shall be entitled at the Lessor's discretion from time to time to increase the
Advertising and Promotion Fee by notice in writing to the Lessee and the increased Advertising
and Promotion Fee shall be payable as from the date specified in the notice.
(4) The Lessee shall commence payment of the Advertising and Promotion Fee to the Lessor
monthly in advance forming part of the Gross Rental in the manner set out in the Third
Schedule.
ARTICLE III
LESSEE’S COVENANTS
SECTION 3.1 COMMENCEMENT OF BUSINESS
The Lessee shall commence business on the Rent Commencement Date as stated in Item 7 of the First
Schedule unless otherwise stipulated by the Lessor, failing which, the Lessee shall pay to the Lessor the
amount of agreed Late Opening Charge as stated in Item 23 of the First Schedule. If the Lessee shall
continue to fail to commence business after the expiry of fifteen (15) days from the Rent Commencement
Date, the Lessor shall be entitled to terminate this Agreement and the Lessee agrees that upon
notification of such termination by the Lessor, all payments made by the Lessee including the Rent paid

to the Lessor up to date of such termination and the Deposits shall be forfeited to the Lessor without
prejudice to the Lessor’s right to claim for further damages and for the recovery of a sum equal to the
remainder of the Rent for the whole of the unexpired period of the Term.
SECTION 3.2 PAYMENT OF CHARGES FOR UTILITIES
(1) The Lessee shall promptly pay to the Lessor and shall indemnify the Lessor against its failure
for payment of all charges including connecting charges (if any), deposits and fees for the
Utilities consumed or used by the Lessee and other outgoings incurred in relation to the
Demised Premises as metered separately to the Demised Premises at a reasonable rate
determined by the Lessor or in the absence of the individual meter to the Demised Premises,
such amount as shall be attributable to the Demised Premises as may be determined by the
Lessee at its absolute discretion.
(2) Any of the charges, deposits and fees referred to in Section 3.03(1) shall be payable to the Lessor
on a monthly basis in arrears in the manner set out in the Third Schedule, failing which the
Lessee shall be entitled to terminate the supply of such Utilities to the Demised Premises.
SECTION 3.3 UPKEEP AND MAINTENANCE OF DEMISED PREMISES
The Lessee shall upkeep and maintain the Demised Premises in accordance with the Rules &
Regulations and any other internal regulations of the Mall now or hereafter in force and any part of the
Demised Premises. If any of Lessor’s fixtures and fitting which shall be broken or damaged due to
negligence or careless acts or omission of the Lessee, its servants, agents, invitees, assigns or otherwise
and FURTHER that if any damage is caused to the Lessor or to any person whomsoever directly and
indirectly through the said damaged condition of any part of the interior of the Demised Premises
(including flooring, walls, ceilings, door, windows and the Lessor’s fixtures and fittings) the Lessee
shall be wholly responsible therefore and shall fully indemnify the Lessor against all claims, actions
and legal proceedings whatsoever made upon the Lessor by any person in respect thereof.
SECTION 3.4 COMPLIANCE WITH INTERNAL REGULATIONS AND LESSOR’S RULES &
REGULATIONS
(1) The Lessee shall observe, comply and cause all the Lessee's employees, independent
contractors, agents, invitees and licensees to observe and comply with all the Rules &
Regulations and any other internal regulations of the Mall now or hereafter in force
(collectively “the Regulations”).
(2) The Lessee acknowledges that the Lessor shall not be liable for any loss or damage caused by
any failure on the part of the Lessor to enforce the Regulations against any other person who
may be bound by them in the Demised Premises. A copy of such internal regulations of the
Mall will be furnished by the Lessor to the Lessee upon execution of this Agreement.
(3) The Lessee acknowledges, agrees and declares that the Lessee's failure or failure of any of the
Lessee's employees, independent contractors, agents, invitees or licensees to observe and
comply with any of the Regulations shall constitute a breach of the terms of this Agreement in
the same manner as if the Regulations were contained herein as covenants with the Lessor.

(4) The Lessor reserves the right to delete, vary amend, cancel, add to or suspend all or any of the
Rules & Regulations for the time being subsisting and to make such other and further rules and
regulations either in lieu of or in addition to those existing or which in the Lessor’s judgment
may from time to time be required. Notice in writing of the modifications or amendments or
additions to the Rules & Regulations shall be given to the Lessee by leaving a copy of the same
at the Demised Premises. In the event of any conflict between the Rules & Regulations and any
provisions of this Agreement, the provisions of the Rules & Regulations shall prevail for so
long as the Rules & Regulations are in force. The decision of the Lessor upon any matter arising
out of the Rules & Regulations shall be final and binding.
SECTION 3.5 INJURY TO PERSON
The Lessee further agrees that if any damage or injury is caused to the Lessor or to any person
whomsoever directly through any defective or damaged condition of any part of the interior of the
Demised Premised (including but not limited to doors, windows and Lessor’s fixtures and fittings) or
by any act, default, negligence or omission on the part of the Lessee or the employees, agents or
licensees of the Lessee, the Lessee shall be wholly responsible therefore and shall make good the same
by payment or otherwise and shall at all times indemnify and hold harmless the Lessor for and against
all actions, proceedings, claims, costs, charges, expenses, demand and prosecutions of any third party
physical and legal person.
SECTION 3.6 USE OF THE DEMISED PREMISES
(1) The Lessee shall use the Demised Premises for the purposes as specified in Item 16 of the First
Schedule only and shall not carry on or permit or suffer to be carried on upon any of the
Demised Premises any other business. The Lessee shall not sell or display any item other than
those which form part of the business of the Lessee as stated herein. Any breach of this covenant
shall be regarded as a fundamental breach of this Agreement.
(2) The Lessee shall at all times conduct for the purpose specified in Item 16 of the First Schedule
in good faith, with the best standards, in a reputable manner and in a manner which shall not
diminish the extent to which a business of the type referred to in Item 16 of the First Schedule
is capable of being conducted. The Lessee shall further not conduct its business in any manner
that may in the opinion of the Lessor adversely affect the image of the Demised Premises as
intended by the Lessor.
SECTION 3.7 ACTS AFFECTING INSURANCE RISKS
The Lessee shall not do or permit or suffer to be done or omit to be done any act or thing which may
render void or voidable the insurance on the Mall or the Leased Premises or the Demised Premises or
whereby the premium of any such insurance may be liable to be increased and shall make good all
damages suffered by the Lessor and shall on demand pay to the Lessor expenses incurred by the Lessor
in or about the renewal of such policy or policies rendered necessary by a breach or non-observance of
this covenant without prejudice to the other rights of the Lessor against the Lessee.
SECTION 3.8 COVENANT NOT TO AFFECT INTEREST OF LESSOR

The Lessee shall not use the Demised Premises or any part thereof for any purpose whatsoever
calculated to affect adversely the interest of the Lessor and shall observe such restrictions or use of the
Demised Premises which the Lessor shall from time deem fit to impose.
SECTION 3.9 COVENANT TO MAINTAIN STANDARD
The Lessee shall at all times upkeep and maintain the showcases façade or the front and entrance of the
Demised Premises to a standard comparable to the standard as is being maintained by the Lessor and
other owners occupiers of the premises in the Leased Premises or as may be directed by the Lessor from
time to time.
SECTION 3.10 TO PERMIT INSPECTION AND REPAIRS
The Lessee shall permit the Lessor or its agents or workmen at all reasonable times to enter upon and
view the condition of the Demised Premises and to take inventories of Lessor’s fixtures therein and to
do structural or external repairs to the Demised Premises or to other portions of the Mall of which they
form a part or to any contiguous building not conveniently accessible otherwise than from or through
the Demised Premises PROVIDED ALWAYS that the Lessor shall, except in the case of urgency for the
purpose of protecting the safety of the Demised Premises or the Mall, give to the Lessee prior written
notice of the intention of the Lessor their or their agents or workmen to enter upon the Demised
Premises for the aforesaid purpose. The Lessor may serve upon the Lessee notice in writing specifying
the repairs or works necessary to be done or replacement to be made to comply with the Lessee’s
covenants to repair herein contained and to require the Lessee forthwith to execute such repairs or
works or make such replacements and if the Lessee shall not within ten (10) days after the service of
such notice proceed diligently with the execution of such repairs or works or the making of such
replacements, then it shall be lawful for the Lessor to enter upon the Demised Premises and execute
such repairs or works or make such replacements and the cost thereof shall be a debt due from the
Lessee to the Lessor and forthwith recoverable by action together with such costs and expenses (if any)
including legal fees (on a solicitor and client basis) incurred or suffered by the Lessor in the recovery
or attempts to recover such debts.
SECTION 3.11 RESTRICTION AGAINST ALTERATIONS OR RENOVATIONS
The Lessee shall not make or permit to be done any alterations, structural or otherwise, partition in or
additions to or decorations to the Demised Premises or any part thereof or to the Lessor’s fixtures and
fittings therein without the prior written consent of the Lessor thereof and if such consent is given the
Lessee shall, at the Lessee’s own cost and expense, carry out such alterations, additions or decorations
with such materials and in such manner and at such times as may be designated by the Lessor and the
Lessee shall at the Lessee’s own cost and expense obtain such necessary construction permits and any
other consents or approvals pursuant to the provisions of any written law, decrees, ministerial orders,
proclamations, decisions, circular, bye-laws, rules, regulations or orders applicable thereto from the
Authorities and shall comply with the conditions thereof and upon the determination of the Term
hereby created if required by the Lessor restore the Demised Premises to its original state and condition
at the expense of the Lessee.
SECTION 3.12 THE PROMOTION OF THE LEASED PREMISES

The Lessee hereby agrees to take part and participate together with other tenants from time to time as
may be determined by the Lessor towards the promotions and advertisement of the Leased Premises.
SECTION 3.13 COMMON PROPERTY
Notwithstanding anything herein contained, the Common Property shall at all times be and remain
under the sole control and management of the Lessor. The Lessor have absolute discretion on its use
thereof and any income derived therefrom shall be due to the Lessor solely and shall not be deemed to
belong to the Lessee. The Lessor or its agents may at any time and in any manner, inter alia, levy
whatever charges or fees as the Lessor or its agents may deem fit with respect to the usage of the car
parks and public toilets and any other parts of the Leased Premises by the Lessee or its agents or
invitees.
SECTION 3.14 NOT TO ASSIGN OR UNDERLET ETC.
The Lessee shall not assign underlet or part with the actual or legal possession or the use of the Demised
Premises or any part thereof for any term whatsoever PROVIDED ALWAYS that in the event of the
Lessee assigning, underletting or parting with the actual or legal possession or use of the Demised
Premises or any part thereof in contravention of the provisions of this section, then the Lessor may
without prejudice to its rights under the Lease collect from any assignee, underlet or other person in
possession of the Demised Premises or any part thereof, all rent and other monies payable in respect of
the Demised Premises or any part thereof by such person or persons AND PROVIDED FURTHER that
such collection of rent and other monies as aforesaid shall not be deemed to be an acceptance by the
Lessor of any such person or persons as assignee, underlet, lessees or occupiers of the Demised Premises
or any part thereof.
SECTION 3.15 TO COMPLY WITH THE LAW
The Lessee shall at all times during the Term hereby created, observe and comply with all such
requirements as may be imposed on the occupier by any law, decrees, ministerial orders,
proclamations, decisions or circular made under such statute now or hereafter in force and shall at all
times hereafter indemnify and hold harmless the Lessor against all actions, proceedings, claims, costs,
expenses and demands whatsoever arising from any act, failure, omission or neglect by the Lessee to
comply thereto.
SECTION 3.16 TAXES
(1) The Lessee shall be liable to declare and pay to the relevant authorities the withholding taxes
in connection with the lease of the Demised Premises under this Agreement by the Lessor to
the Lessee imposed on the Rent and any other amount due and payable by the Lessee to the
Lessor and/or invoiced by the Lessor to the Lessee in connection with the supply of the lease
of the Demised Premises under this Agreement together with interest and penalties (if any, due
to the fault or delay attributable to the Lessee) that may be imposed on the Lessor in connection
with the supply of the lease of the Demised Premises under this Agreement and any other form
of taxes of whatsoever nature (including but not limited to VAT) as may be imposed by the
relevant authorities from time to time.
The Lessee shall:

(a) ensure that the deduction or withholding does not exceed the minimum amount legally
required;
(b) pay to the relevant authorities of the full amount of the deduction or withholding amount
promptly within period permitted; and
(c) promptly furnish to the Lessor an official receipt of the relevant authorities in respect of
all amounts so deducted or withheld as aforesaid, latest by the end of the succeeding
month, failing which:
(i) the Lessee shall pay to the Lessor any amounts so deducted or withheld from any
monies payable to the Lessor with or without demand from the Lessor; or
(ii) if so required under the relevant laws and regulations, the Lessor shall be entitled
to demand the Lessee to pay the full amount of the deduction or withholding
amount to the relevant authorities within Seven (07) days from the date of demand
by the Lessor.
For the avoidance of doubt, the Rent shall be inclusive of Withholding Tax but exclusive of the
VAT or other form of taxes of whatsoever nature and the Lessee shall also be liable to pay any
VAT or other form of taxes of whatsoever nature as invoiced by the Lessor to the Lessee under
this Agreement at any time.
If the Lessee is not a resident taxpayer in the Kingdom of Cambodia, the Rent shall be payable
to the Lessor in net amount without any deduction of any applicable taxes, including but not
limited to the withholding tax.
Should the Lessor be liable to pay any tax, including but not limited to any Withholding Tax
on behalf of the Lessee in connection with this Agreement, the Lessor shall invoice the Lessee
for any such amounts required to be paid and the Lessee shall pay the Lessor that amount.
(2) In the event the Lessor undertakes to make deduction from the Security Deposit to cover any
fees or debts owed by the Lessee in the conditions as provided under this Agreement, such
undertaking shall produce the same fiscal effects as in the case where the Lessee duly pays such
fees/debts. For illustration, if the fee/debt causing the said deduction is subject to VAT, the
Lessor shall deduct from the Security Deposit the full amount of the said fee/debt, less
withholding tax amount where applicable, and plus applicable VAT amount; where such
fee/debt is also subject to withholding tax, the Lessee shall accordingly perform it obligation
to declare and pay the relevant withholding tax amount the tax administration under its sole
and exclusive responsibility vis-à-vis the tax administration; the Lessor shall not bear any such
responsibility merely because the Lessor makes deduction from the Security Deposit in lieu of
factual payment from the Lessee.
SECTION 3.17 COVENANT TO OBTAIN LICENCES

The Lessee shall obtain and maintain at its own expense all governmental licenses, permits, registration
(including trade name) and other consents necessary for the conduct of the Lessee’s business and to
submit to the Lessor a copy of the same.
SECTION 3.18 COMPLIANCE WITH WELFARE REGULATIONS
The Lessee shall comply with the provisions for the health, safety and welfare of persons employed to
work in the Demised Premises laid down by any law in force and any regulations thereunder for the
time being enforce.
SECTION 3.19 LESSEE’S INSURANCE
(1) Without limiting its obligations as contained elsewhere in this Agreement, the Lessee will effect
and maintain the following policies of insurance with a licensed insurer of good repute:
(a) a policy insuring the Lessee's fixtures, fittings, partitions, equipments and other
chattels (on a replacement or reinstatement basis) and the Lessee's stock-in-trade (on a
market value basis) against fire and allied perils including:
(i) an extension to include the removal of debris for a reasonable sum; and
(ii) an extension covering all damage to the property of the Lessee arising out of
sprinkler discharge or faulty sprinkler system or water damage of whatsoever
nature and any leakage of whatsoever nature; and incorporating a clause
waiving the insurer's right of subrogation against the Lessor;
(b) a policy insuring all plate glass which is part of the Demised Premises;
(c) insurance with statutory limits as required by any law and/or employer's liability
insurance to provide for payments to the Lessee's employees and any person located
at any time on or in the Demised Premises for the purposes of the conduct of the
Lessee's business or other works. All such insurance shall be endorsed to indemnify
the Lessor against any liability which the Lessor may incur under any such law or any
regulation made thereunder;
(d) public liability insurance of such amount as stipulated in Item 20 of the First Schedule
with the Lessor named as co-assured and incorporating a clause or endorsement
endorsing the Lessor as the payee of any money which would be payable under the
said insurance policy; and
(e) any other risk as the Lessee may require;
Provided Always that the Lessor shall be under no obligation whatsoever to ensure that the
Lessee has actually effected such insurance as required under this Section and failure by the
Lessor to ensure shall not amount to a waiver of this Section. If at any time the Lessee is entitled
to the benefit of any insurance which is effected or maintained in pursuance of its obligation
aforesaid or which otherwise is effected or maintained in respect of the Demised Premises, then

the Lessee shall apply all monies received by virtue of such insurance in making good the loss,
damage or injury in respect of which the same shall have been received. Notwithstanding
anything to the contrary herein contained, if any item referred to in this Section are destroyed
or damaged, the Lessee shall at its own cost and expenses promptly repair or replace (as
appropriate) those items (and in respect of plate glass, the Lessee shall repair or replace (as
appropriate) to the reasonable satisfaction of the Lessor) and so far as applicable, use the
proceeds of the insurance to do so.
(2) The Lessee hereby agrees that the Lessor shall at all times upon the occurrence of any loss,
damage or injury howsoever arising from or relating to any activity, event or incident at the
Leased Premises (whether such event or incident occurs within the Demised Premises or
otherwise) have the first right and priority of claiming upon the public insurance liability
insurance policy referred to above or upon such other insurance policies as may have been
effected by the Lessee pursuant to the provisions herein or otherwise. The Lessee hereby
acknowledges and agrees that the Lessor shall not be obliged in any manner to effect its own
public liability insurance and/or to claim upon any of the insurance policies effected by the
Lessor in the event of any such occurrence or incident and that the Lessor shall not be obliged
to call or claim upon any of its insurance policies prior to calling or claiming upon the public
liability insurance policy referred to above and/or the Lessee's other policies as
aforementioned.
(3) All policies of insurance effected or required to be effected by the Lessee hereunder whether in
respect of the property or risk either of the Lessor or the Lessee shall be taken out with such
reputable insurance company approved by the Lessor.
(a) The Lessee will in respect of any policy of insurance to be effected by the Lessee
hereunder deposit a copy of the valid and current policy of such insurance and the
receipts of payment of the last premium with the Lessor Provided Always that the
Lessor shall be under no obligation to request for a copy of such policy/policies and
receipts of payment thereof and any failure to request for such policy/policies and
receipts of payments thereof shall not amount to a waiver of this Section.
(b) And the Lessor hereby further covenants that the contents of these insurance policies
shall remain confidential and shall not be divulged or disclosed to any third party
during or after the expiration of this Agreement Provided however that the obligations
stated in this Section herein shall cease to apply to any information coming into public
domain other than by breach of any such party of its obligations hereunder and
nothing in this Section shall prevent the Lessor from disclosing any such information
to the extent required in or in connection with legal proceedings arising out of this
Agreement or any other matter in relation to the Lessee.
(4) The Lessee shall at all times be responsible for complying with and abiding by the terms and
conditions of the insurances arranged by the Lessee and for the payment of all excesses and
premiums which may be contained or payable, as the case may be, within or by the terms of
such insurances.

(5) Without prejudice to any of the Lessor's rights and remedies herein contained, if the Lessee
fails to effect or to keep current and in force any of the insurances required to be effected and
maintained by the Lessee pursuant to this Section, the Lessor may (but shall not be obliged to)
effect and keep current and in force any such insurance and pay such premiums as may be
necessary for that purpose and may recover as a debt due from the Lessee, the amount so paid
and may deduct from the Deposit held by the Lessor, all such monies paid by the Lessor.
(6) The Lessee will not at any time during the term of the Lease do or permit or suffer to be done
any act, matter or thing upon the Demised Premises or the Leased Premises or the Mall
whereby any insurances in respect of the Demised Premises or the Leased Premises or the Mall
may be vitiated or rendered void or voidable (except with the approval in writing of the Lessor)
or whereby the rate of premium on any insurance shall be liable to be increased and the Lessee
shall make good all damage suffered by the Lessor and to repay the Lessor within Seven (07)
days from the date of the Lessor's demand all sums paid by the Lessor by way of increased
premium and all expenses incurred by the Lessor in or about any renewal of such policy or
policies rendered necessary by a breach or non-observance of this covenant without prejudice
to the other rights of the Lessor.
(7) The Lessee will from time to time as and when required by notice in writing from the Lessor
pay all extra premiums of insurance of the Demised Premises and the contents thereof, if any,
be required on account of the extra risk caused by the use to which the Demised Premises are
put by the Lessee and approved by the Lessor.
(8) The Lessor may comply with either insurance sprinkler or fire alarm regulations in respect of
any partitions which may be erected by the Lessee upon the Demised Premises and the Lessee
will pay to the Lessor the cost of any alterations to the sprinklers or fire alarm installation which
may become necessary by reason of the non-compliance by the Lessee with any regulations of
the General Insurance Association of Cambodia and/or Insurance and Pension Department,
Ministry of Economy and Finance or requirements of the insurer engaged by the Lessor or to
provide insurance for the Leased Premises against fire.
SECTION 3.20 DAMAGE TO THE COMMON PROPERTY, COMPLEX OR DEMISED

PREMISES
The Lessee shall be wholly responsible for and shall save harmless and indemnify the Lessor for any
loss or damage however caused or occasioned to the Demised Premises, Common Property or any part
of the Mall or any adjacent or neighboring premises by any act, default or negligence of the Lessee or
the employees, agents, customers or licensees of the Lessee.
SECTION 3.21 COVENANT TO PAY COST OF REPLACEMENT OF ELECTRICAL FITTINGS

The Lessee shall pay for the labour charges and material costs of replacing fluorescent tubes, electric
light bulbs and small light fitting components in the Demised Premises.
SECTION 3.22 COVENANT TO REFURBISH & UPGRADE

If the Lease is renewed pursuant to Section 9.01 hereof, the Lessor may require the Lessee to upgrade
and refurbish the Demised Premises (including but not limited to changing of carpets and/or
wallpaper, upgrading and/or replacing signages, polishing of floor and painting of walls of the

Demised Premises) to the satisfaction of the Lessor at the Lessee's cost and complete the upgrading and
refurbishment works within a stipulated time to be specified by the Lessor.
SECTION 3.23 TO PERMIT INSPECTION PRIOR TO DETERMINATION OF LEASE
At any time during the three (3) calendar months immediately preceding the determination of the Term
hereby created whether by effluxion of time or upon termination by the Lessor, to permit intending
lessees and others with written authority from the Lessor or its agents at all reasonable times of the day
to enter and view the Demised Premises and permit the fixing of notices of the pending vacancy of the
said Demised Premises to the public.
SECTION 3.24 YIELDING UP ON DETERMINATION OF LEASE
The Lessee shall upon the determination of the Term hereby created and subject to Section 3.32 yield
up the Demised Premises and all fixtures, fastenings matters and things thereto in anyway belonging
to or appertaining to the Demised Premises in such good and substantial repair and clean condition to
a standard not less than the standard prevailing at the commencement of this Agreement as shall be in
accordance with the Lessee’s covenants herein contained and with all locks and keys complete. The
Lessee shall be entitled to remove all fixtures and fittings belonging to the Lessee provided that all
damage shall be made good by the Lessee after removal of such fixtures and fittings.
SECTION 3.25 RESTORATION OF DEMISED PREMISES
The Lessee shall at its own cost and expenses restore the said Demised Premised to its original state
and condition at the expiry or sooner determination of the period of the Lease. Such restoration shall
be carried out on/or before the expiration or sooner determination of the period of the Lease, failing
which the Lessor shall be at liberty to carry out such restoration and the cost and expenses thereof shall
be borne by the Lessee and payable by the Lessee to the Lessor upon demand or Lessor shall use the
restoration deposit to cover this cost. In the event such restoration shall not be completed upon the
expiry of the Lease, the Lessee shall pay to the Lessor rent for such extra days taken at the monthly
rental thereto.
SECTION 3.26 FAILURE TO VACATE ON TERMINATION
If the Lessee on determination of the Lease fails to yield and vacate the Demised Premise aforesaid the
Lessee shall pay to the Lessor the sum of damages without prejudice to the Lessor’s right to evict the
Lessee or to take proceedings to enforce the other rights of the Lessor contained in this Agreement or
under the law.
SECTION 3.27 OPERATION HOURS OF DEMISED PREMISES
The Lessee shall carry on the business in Item 12 of the First Schedule hereof during the Operations
Hours of the Leased Premises. Failure on the part of the Lessee to comply with the term herein (unless
consent in writing have been obtained from the Lessor for a delay in the operation hours for the opening
of the business) would mean that the Lessee has defaulted and the Lessor shall be at liberty to enforce
at any time thereafter, a penalty charge equivalent to the amount as stipulated in Item 24 of the First
Schedule until the default has been rectified. However, if the default occurs more than twice during the

Term, then the Lessor reserves the right to lock or re-enter upon the Demised Premises and thereupon,
this Lease shall absolutely determine and all Deposits shall be forfeited to the Lessor.
SECTION 3.28 GUARANTEE & INDEMNITY
In the event that the Lessee is a company and the paid-up capital of the company is less than the sum
equivalent to twelve (12) months of the Net Rental the Lessor a guarantee and indemnity in such format
as prescribed by the Lessor to be signed by all its directors for the time being, guaranteeing jointly and
severally the performance and observance by the Lessee of its covenants herein and other terms of this
Agreement and to indemnify the Lessor against all losses and damages suffered and/or incurred or to
be suffered and/or incurred by the Lessor arising out of any breach, non-observance or non-
performance by the Lessee of its covenants herein or other terms of this Agreement.
SECTION 3.29 WHERE LESSEE IS A BODY CORPORATE
(1) Where the Lessee is a body corporate, the Lessee acknowledges that the Lease hereby created
to the Lessee is presently constituted by its existing shareholders as shown in the Memorandum
and Articles of Association and the extract online registration of the Lessee duly certified by its
director and furnished by the Lessee on or before the execution hereof and the Lessee
undertakes to promptly notify the Lessor in writing of any change of its constitution as
stipulated below and unless the Lessor shall have given its prior consent to such changes, the
Lessor may terminate this Agreement by notice in writing within thirty (30) days from the
receipt of the notice.
(2) The Lessee agrees and covenants that any of the following matters shall require prior written
approval of the Lessor:
(a) any change in its existing shareholding structure of the Lessee including without
limitation the sale, transfer or assignment of beneficial interests in the shares whether
for consideration or otherwise; or
(b) any change of shareholders of the Lessee; or
(c) any change in the control of the body corporate or voting rights of the shareholders
and for the purpose of this section "control" shall mean the power to appoint a majority
of the directors or power to make or cause to be made decisions in respect of the
Lessee's trade of business or administration of the Lessee and to give effect to such
decisions or caused them to be given effect to.
(1) The Lessee shall make available to the Lessor or its authorized representatives all corporate
books of records of the Lessor for inspection at all reasonable times, to ascertain where possible
whether there has been a change of control of the Lessee as stipulated above and whether the
Lessee has complied with the terms and conditions of this Agreement and the Rules &
Regulations.
(2) The Lessee shall maintain a minimum paid-up capital during the Term of this Lease
including any renewal of the Lease.

SECTION 3.30 IMPROVEMENT TO DEMISED PREMISES BY LESSEE
The Lessor shall not be liable to repay to the Lessee the cost and expense incurred by the Lessee on any
improvement made by the Lessee on the said Demised Premises and the Lessee shall not be entitled to
claim for any reduction in the Rent on account of such cost and expense incurred by the Lessee.
SECTION 3.31 POINT OF SALE SYSTEM
(1) The Lessee hereby irrevocably and unconditionally covenant to install and use the POS System
for purposes of monitoring and recording the Net Sales.
(2) Lessee must at its own expense, take necessary measures to integrate its own cash register
device and POS system with the POS system utilized by the Lessor or any other monitoring
system implemented by the Lessor.
(3) In cases of malfunction or failure of the POS System, the Lessee acknowledges and agrees that
the repair works shall be carried out by the technicians appointed or approved by the Lessor
at the cost and expense of the Lessee.
(4) The Lessee shall electronically transmit to the Lessor its sales information for each business
operation day on a daily basis using the function of the POS System directly to the Lessor’s
server in the format required by the Lessor not later than 10.00am of the succeeding business
operation day and deliver to the Lessor the Net Sales statement for each calendar month and
financial year, in accordance with Paragraphs 6.1 and 6.2 of the Third Schedule respectively.
(5) The Lessee, at its own cost and expense, agrees that a security camera, backup device and
monitoring software shall be installed above the cash register device that gives remote viewing
access to the Lessor.
(6) The Lessor may at any time during the business operation hours inspect or cause an auditor to
inspect the daily sales records in the Demised Premises. The Lessee shall grant entry to the
Lessor or its auditor to carry out such inspection. The Lessee shall compensate and indemnity
the Lessor for any additional expenses incurred by the Lessor due to the failure of the Lessee
in cooperating with the Lessor in such inspection.
SECTION 3.32 DAILY NET SALES AND SALE CASH DEPOSIT
(1) The Daily Net Sales generated in the Demised Premises shall include all revenues and
receivables of the Lessee in connection with the Demised Premises in any form or means
without any deduction whatsoever.
(2) For the purpose of determining the Rent:
a) Lessee shall issue to each customer a receipt or serially numbered sales slip for each
transaction.
b) Lessee shall have QR code print on each receipt or Card for customer payment

c) Lessee shall enter and record each transaction into the cash register device
d) Lessee shall submit Daily Sales Record to Lessor everyday
e) Lessee shall keep full business records
f) The Lessee shall submit a Monthly Sale Statement to the Lessor on the last day of each and
every month in such manner as may be instructed by the Lessor. The monthly statement
must provide details of the daily revenues and receivables of the Lessee including any sales
information in connection with the Demised Premises for the month the statement relates
to.
(3) The Lessee shall deposit daily sale cash into Lessee’s Bank Account in following manners:
a) The Lessee shall deposit all daily sale cash into the Lessee Bank Account at Bank designate by
Lessor at the end of each business day or before 10am of the following calendar day (“Sale Cash
Deposit”).
b) The Lessee shall submit the bank slip to the Lessor every day before 10am the following
calendar day.
c) The Lessee agrees to authorize the Lessor to freeze the Lessee’s sale cash deposit with minimum
of one (1) month Net rent and to allow Lessor to automatically deduct the balance from the
Lessee’s Bank Account for payment of rental and other outstanding (If any).
ARTICLE IV
LESSOR’S COVENANTS
SECTION 4.1 QUIET ENJOYMENT WITHOUT INTERRUPTIONS
The Lessee upon paying the Rent hereby reserved and observing and performing the covenants,
agreements and stipulations on its part herein contained, the Lessor shall permit the Lessee to quietly
enjoy the Demised Premises during the Term hereby created without any interruption from the Lessor
or any person claiming under or in trust for the Lessor.
SECTION 4.2 OPERATION HOURS OF LEASED PREMISES
The Lessor shall keep the Leased Premises open for business in accordance with the Operation Hours
of the Leased Premises PROVIDED ALWAYS THAT the Lessor shall have the right to determine certain
public holidays and other days of the week as not to be the operational hours of the Leased Premises
or to extend or reduce the said operational hours as the Lessor deems necessary.
SECTION 4.3 UPKEEP OF LEASED PREMISES
The Lessor shall use its best endeavours to attend to the maintenance of the Common Property and the
Leased Premises that is under its control in good and tenantable repair and condition at such times and
in such manner as the Lessor in their absolute discretion shall consider to be necessary.
SECTION 4.4 COVENANT TO PROVIDE SERVICES

The Lessor shall provide the services for which the Service Charge is paid during the Operation Hours
of the Leased Premises provided that the Lessor shall not be liable for any loss or damage caused by
circumstances beyond its control including any mechanical breakdown, power failure, negligence or
willful misconduct on the part of its employees or other persons whatsoever.
ARTICLE V
TERMINATION
SECTION 5.1 EVENTS OF DEFAULT, TERMINATION & CONSEQUENCES, ETC.
(1) The Lessor and the Lessee hereby agrees that upon the occurrence of any one or more of the
following:
(a) if the Rent or any part thereof or any sums due and payable by the Lessee to the Lessor
under the terms hereof shall be unpaid for Seven (07) days after the due date (whether
the same shall have been formerly demanded or not);
(b) if the Lessee defaults under any other provision of this Agreement or any of the Rules
& Regulations which is not capable of being remedied or if being capable of remedy
has not been remedied within Seven (07) days from the date of notice to the Lessee
from the Lessor requesting action to remedy the same;
(c) if the Lessee is a corporation, suffer the presentation of a petition to open insolvency
proceedings or a ground or grounds for dissolution of the corporation has/have
occurred including but not limited to bankruptcy save and except for the purpose of
reconstruction or amalgamation within its group with the written consent of the Lessor
which consent shall not be unreasonably withheld;
(d) if the Lessee has a receiver or receiver-manager appointed in respect of all or any part
of its assets or has a court order, judgment or decree obtained against it and such order,
judgment or decree is not effectively stayed within thirty (30) days from the date(s)
thereof;
(e) if the Lessee suffers any execution to be levied on its goods;
(f) if the Lessee is a sole proprietor, shall suffer the presentation of a petition to open
insolvency proceedings, commit an act of bankruptcy, becomes bankrupt, dies or
becomes insane or of unsound mind or incapacitated;
(g) if the Lessee is a partnership:
(i) an event triggering the dissolution of the partnership has occurred;
(ii) the partnership shall suffer the presentation of a petition to open insolvency
proceedings;
(iii) the partners resolve voluntarily to dissolve the partnership;

(iv) any of the partners ceases or threatens to cease to carry on business;
(v) any of the partners shall commit any act of bankruptcy, becomes bankrupt,
insane or of unsound mind, incapacitated or die;
(vi) any of the partners shall retire or withdraw from the partnership without
notice to and consent of the Lessor;
(h) if the Lessee terminates the Lease or abandons/vacates the Demised Premises prior to
the expiry of the Term or the renewal term (if applicable) in breach of the terms of this
Agreement;
then the Lessor shall be at liberty to serve a termination notice upon the Lessee requiring the
Lessee to remedy the event of default within Seven (07) days from the date of the termination
notice except in case of non-payment of the Rent or any part thereof and/or any other monies
to be paid pursuant to the terms and conditions herein where the same shall be remedied
within Seven (07) days from the date of the termination notice and on the expiration of the
period specified in the said forfeiture notice without the breach complained of having been
remedied, this Agreement shall be absolutely determined.
(2) Upon determination pursuant to Section 5.01(1), the Lessor shall be at liberty:
(a) to forthwith re-enter and re-possess upon the Demised Premised or any part thereof at
such manner as the Lessor deems fit;
(b) all Deposits paid shall be forfeited to the Lessor;
(c) to terminate all supply of gas, water, electricity and air conditioning to the Demised
Premises;
but without prejudice to such other rights, powers and remedies under any law which the
Lessor has or might or otherwise could have in respect of the following:
(i) to take action for the recovery of a sum equal to the remainder of the Rent for the whole
of the unexpired period of the Term;
(ii) to use and take any other action the Lessor deems fit to recover all monies due and
owing to the Lessor and the cost and expense of all such action taken shall be borne
by the Lessee;
(iii) to charge interest at the rate as stated in Item 18 of the First Schedule upon late payment
of any sums due from the Lessee to the Lessor, which interest shall be calculated on a
day to day basis from the due date until date of full and final settlement (before as well
as after judgment, if any, is obtained in respect thereof);
(iv) to take action for any losses or damages suffered by the Lessor arising out of such
breach or default by the Lessee including any claims in respect of any antecedent
breach by the Lessee;

(v) to take action for any further losses or damages under Sections 5.01(2) and 5.01(3)
hereof in the event that the Lessee shall refuses or fails to deliver vacant possession of
the Demised Premises to the Lessor in accordance with the provisions herein.
(3) Upon termination of the Lease pursuant to Section 5.01(1), the Lessee shall deliver vacant
possession of the Demised Premises to the Lessor in the manner stipulated in Section 3.31.
Failing to deliver the said vacant possession of the Demised Premises to the Lessor, the Lessee
shall be deemed to be on the Demised Premises unlawfully.
(4) In the event that the Lessee continues to remain in occupation of the Demised Premises and
fails to surrender or yield up unto the Lessor the whole of the Demised Premises or any part
thereof or fails to remove all its goods (which expression where hereinafter used shall include
personal property of every description) from the Demised Premises after the termination of the
Lease pursuant to Section 5.01(1) herein or upon the expiry of the Term herein stated, without
prejudice to the Lessor’s other rights herein contained, the Lessee shall be liable to pay to the
Lessor as agreed and reasonable sum of damages . All costs and expenses incurred by the
Lessor in bringing an action for re-possession of the Demised Premises shall be borne by the -
Lessee, and the Lessor may recover the same from the Lessee forthwith. The Lessee also agrees
and undertakes to indemnify the Lessor against all action, claims, demands, loss, damages,
costs and expenses for which the Lessor shall become liable for as a result of the Lessee's failure
to surrender and re-deliver the possession of the Demised Premises.
(5) Upon the Lessor becoming entitled to lawfully re-enter and re-possess the Demised Premises
pursuant to the provisions of this Agreement, the Lessor may give three (3) days’ notice to the
Lessee to remove all goods and property found on or around the Demised Premises and at the
expiration of the said period, if the Lessee shall have failed to remove all goods and property
whatsoever found on or around the Demised Premises, the Lessor is hereby authorized,
without being liable for any loss or damage occasioned thereby to the Lessee or to any third
party and without prejudice to the Lessor’s rights to claim damages, costs and expenses arising
out of the Lessee’s breach:-
(a) to remove all goods and property in and outside the Demised Premises and all costs
and expenses incurred including storage costs (if any) shall be a debt due to the Lessor
and payable by the Lessee forthwith on demand by the Lessor; and/or
(b) as the Lessee’s agent, to sell the goods and property as the Lessor deems fit and to
apply the net proceeds therefrom to pay for any sums payable by the Lessee to the
Lessor and where the same is insufficient to pay for such sums payable to the Lessor,
the Lessor shall be entitled to other forms of remedy for the shortfall. Any excess shall
be refunded to the Lessee; and/or
(c) to deal with the goods and property in any other manner as the Lessor in its absolute
discretion deems fit.
(6) The Lessee shall indemnify the Lessor against any liability incurred by it to any third party
whose property shall have been disposed of or sold by the Lessor in the bona fide mistaken

belief (which shall be presumed unless the contrary is proven) that such property belonged to
the Lessee and was liable to be dealt as such pursuant to this Section.
(7) The Lessee agrees and does hereby indemnify and keep indemnified the Lessor against all
claims, demands, suits, proceedings, losses, costs, expenses, penalties or damages which are
brought, claimed issued or assessed against the Lessor or any property of the Lessor or payable
or suffered by the Lessor as a result of a breach of the provisions of this Agreement (including
but not limited to any essential term) or as a result of any action taken by the Lessor pursuant
to this Agreement, including but not limited to this Section 5.01 and the Lessee shall make
payment to the Lessor of such indemnity within Seven (07) days of the Lessor making such
demand.
(8) On each and every occasion on which the Lessee omits or neglects to pay money or to do or
effect anything which the Lessee has herein covenanted to pay, do or effect then its shall be
lawful for but not obligatory upon the Lessor (and without prejudice to any rights and powers
arising from such default) to pay such money or to do or effect such thing by its architects,
contractors, workmen or agents as if the Lessor were the Lessee and for the purpose of doing
or effecting any such thing and the Lessor may recover from the Lessee on demand the amount,
expenses and costs of such payment doing or effecting forthwith.
SECTION 5.2 EXERCISE OF REMEDIES
The Lessor shall be at liberty to exercise any one or more of the above remedies at its sole and absolute
discretion in any manner it deemed fit. Any action taken or omission by the Lessor to exercise any one
or more of the above remedies shall not prejudice or affect any other remedies claims or rights which it
may have under the terms hereof.
ARTICLE VI
LIMITATION OF LIABILITY
SECTION 6.1 BREAKDOWN OF SERVICES
The Lessor shall not be liable for any claims, losses, damages, expenses whatsoever to the person or
property of the Lessee or the family, guests, customers, agents, representatives, servants, visitors,
invitees or licensees of the Lessee in or upon the Demised Premises if for any cause the Lessor is unable
to carry out the services for which the Service Charge is levied or by reason of any defect leakage or
overflow or breakdown of machinery or plant in respect of the lifts or air-conditioning or other
installation and facilities in the Demised Premises and the Leased Premises.
SECTION 6.2 DAMAGE TO GOODS ETC.
The Lessor shall incur no liability to and shall not be liable in damages or otherwise to the Lessee for
any damage or loss which may at any time during the Term of this Lease be caused to or suffered by
the Lessee or the Demised Premises or any part thereof or on any property or goods of the Lessee in or
about the Demised Premises or for the loss in business of the Lessee occasioned by or arising from:
(a) fire, water, storm, tempest, earthquake, theft, burglary, explosion, riots, civil commotion,
enemy/administrative action or owing to the negligence of any Lessee or Lessees of any part

of the Mall or any act, omission or negligence of any servant of the Lessor (unless it is an
unreasonable act or omission or Net negligence) in or about the performance of any covenants
hereunder;
(b) any renovation works to the walls and windows of the Demised Premises for the overall plan
of the further development undertaken or in or to the Mall, the Leased Premises and/or its
vicinity.
SECTION 6.3 OVERFLOW / LEAKAGES / FAILURE OF SUPPLY OF UTILITIES
The Lessor shall not be under any liability whatsoever to the Lessee or any other person whomsoever
in respect of any damage sustained by the Lessee or such other persons aforesaid owing to the overflow
of water or water leakage from any part of the Mall or failure of the supply of Utilities to the Mall or
the Demised Premises. The Lessee shall fully indemnify the Lessor against all claims, demands, actions
and legal proceedings whatsoever made upon the Lessor in respect of any damage to property of the
Lessee and/or any other person caused by overflow or leakages of water into the Demised Premises or
shortage of supply of Utilities to the Demised Premises.
SECTION 6.4 ACCESS IN EMERGENCY
When in the opinion of the Lessor an emergency situation arises and it has become necessary to avert,
control or mitigate the same or the effects of the same, the Lessor or its agents shall be allowed to access
the Demised Premises and if necessary to access the Demised Premises by forcible entry and the Lessor
shall not be liable for any loss or damage caused by or resulting from such forcible entry.
SECTION 6.5 ACCIDENT
The Lessee agrees to occupy, use and keep the Demised Premises at the risk of the Lessee and hereby
releases to the full extent permitted by law the Lessor from all claims and demands of every kind in
respect of or resulting from any accident or injury occurring in the Mall or the Leased Premises or the
Demised Premises and the Lessee expressly agrees that the Lessor shall have no responsibility or
liability for any loss, damage or injury suffered by the Lessee (whether to or in respect of the Lessee 's
person or property or the business conducted by the Lessee) as a result of any breakage, leakage,
accident or event occurring in the Mall or the Leased Premises or the Demised Premises.
ARTICLE VII
DAMAGE/FORCE MAJEURE/LAND ACQUISITION EVENT
SECTION 7.1 DAMAGE BY FIRE
(1) It is hereby declared by the Lessor that in case the Mall or any part thereof or the Demised
Premises or any part thereof shall at any time during the Term hereby created be destroyed or
damaged by fire, lightning, riot or civil commotion, tempest or other unforeseen cause so as to
become unfit for occupation and use, the Lessor is not bound or compelled to rebuild or
reinstate the same unless it in its discretion shall think fit. In the event of the Lessor deciding
to rebuild or reinstate the Mall or the Demised Premises, then (provided the monies payable
under any policy of insurance effected by the Lessor shall not have become irrecoverable
through any act or default of the Lessee) the Rent hereby reserved or a fair and just proportion

of the same according to the nature and extent of damage sustained shall be suspended and
cease to be payable until the Demised Premises shall have been again rendered fit for
occupation and use.
(2) In the event of the Lessor deciding not to rebuild and reinstate the Mall or the Demised
Premises then the Rent hereby reserved shall cease and the Term hereby created shall
determine from the happening of such destruction or damage as aforesaid and the Lessee shall
peacefully surrender, vacate, leave and yield up to the Lessor possession of so much of the
Demised Premises as shall not have been destroyed.
SECTION 7.2 FORCE MAJEURE/EXPROPRIATION
(1) Neither party shall be liable for any failure or delay on its part in performing any of its
obligations or for any loss or damage caused, charges or expenses incurred or suffered by
reason of such failure or delay insofar as such failure or delay shall be occasioned by any cause
beyond the control of the party in default including in particular (but without prejudice to the
generality of the foregoing) war, strikes, lockouts of workmen, riot, civil commotion,
administrative action, regulations or legislation of government, compulsory acquisition of the
Mall or any part thereof, acts of God, enemy action or any inevitable incident, and in the event
of any such cause intervening, this Agreement shall stand suspended until such time as the
cause giving rise to such suspension shall no longer prevail. If such suspension continues for a
period exceeding three (3) months, either party may, by written notice to the other party
terminate this Lease without compensation for such termination.
(2) If the Said Land and/or the Mall or any part thereof shall between the date of this Agreement
and the expiry of the period of Lease be affected by the exercise of any rights or the taking of
any steps taken by the Authority under the 2010 Law of Expropriation or other relevant
legislation by the government or any Authority having appropriate power, then the Lessor
shall be entitled to give notice to the Lessee within thirty (30) days of the receipt of notice of
such expropriation and the Lessor shall be entitled but not obliged to terminate the Lease by
written notice. Where the Lessor elects to terminate the Lease, the Lease shall terminate on the
date provided for in the notice issued by the Lessor and the Lessee shall yield up the Demised
Premises in accordance with Section 3.31 and thereafter this Agreement shall be null and void
and cease to have further force or effect save for antecedent breaches.
ARTICLE VIII
LESSOR’S RIGHTS
SECTION 8.1 LESSOR’S EXERCISE OF DISCRETION
(1) The Lessor shall be absolutely entitled to exercise any discretion or liberty wheresoever
accorded to the Lessor pursuant to the terms and conditions herein and may grant or refuse or
decline any request for consent made by the Lessee without assigning any reason whatsoever
thereto.
(2) The Lessor may at its absolute discretion without prior reference to the Lessee, seek the advice,
opinion or view of an independent, professionally qualified and/or experienced third-party
(“Consultant”) prior to the exercise of any of its discretion and prior to such engagement the

Lessor shall notify the Lessee of the estimated costs and expenses in respect of such engagement
and the Lessee shall be liable to bear the costs and fees of the services of such Consultant
PROVIDED that the engagement of the Consultant was made necessary due to the act,
omission or default of the Lessee and pay the same forthwith upon demand by the Lessor and
upon such payment, the Lessee shall be entitled to a copy of the report submitted by the
Consultant.
SECTION 8.2 LESSOR’S RIGHT TO RELOCATE LESSEE
(1) If at any time during the continuance of the Lease, there are:
(a) changes to the air-conditioning plant and/or the mechanical and electrical services to
and/or the design and/or the main structure of the Demised Premises and/or the Mall
and/or the pipes, wires, cables and other apparatus constructed, installed or laid in or
under the Demised Premises and/or the Mall and/or the trade grouping of the Lessees
and occupiers of the Leased Premises shall, in the opinion of the Lessor , be further required
and, in the opinion of the Lessor the further use of the Demised Premises by the Lessee is
not practicable or expedient by reason of the aforesaid changes, or
(b) it is required by the relevant Authorities; or
(c) due to the Lessor expansion, renovation or upgrading of the Mall or the Leased Premises
which results in the Demised Premises or any part thereof obstructing or interfering with
the expansion, renovation or upgrading exercise;
then in any one or more of such occurrence, the Lessor shall give the Lessee written notice (“the
Relocation Notice”) of not less than three (3) months prior to the date which the Lessor require
the Lessee to re-locate to another part of the Leased Premises (“the Alternative Premises”) upon
such terms and conditions as the Lessor shall deem necessary to impose and upon expiry of
the said notice, the Lessee shall vacate the Demised Premises and resume trading at the
Alternative Premises.
(2) In the event the Lessee accepts the Alternative Premises, the Lessor shall offer to let such
Alternative Premises to the Lessee subject in all respects to the same terms and conditions as
are contained in the existing Lease save and except for the provisions for the Rent, other charges
and deposit to be calculated based on the new lettable floor area of the Alternative Premises.
(3) The Lessee may reject the Alternative Premises provided the Lessee has notified the Lessor in
writing of the same within Seven (07) days from the date of the Relocation Notice in which
event the Lease shall be deemed surrendered to the Lessor and the Lessor to have accepted a
surrender of the Lease and Lessor shall refund to the Lessee free of interest, the Deposits less
such sum or sums as may then be due to the Lessor under the Lease and the Lessee shall not
have any claims whatsoever against the Lessor in respect thereof.
SECTION 8.3 SET-OFF OR APPROPRIATION

(1) The Lessor shall be entitled, at any time, to set off or deduct from any monies held by the Lessor
under this Agreement (by way of deposit(s) or otherwise) and/or any monies paid or to be
paid by the Lessee under this Agreement:-
(a) towards satisfaction of whatever outstanding sums due and payable or deemed to be
due and payable by the Lessee to the Lessor (including but not limited to any fees or
charges outstanding); and/or
(b) for making good any breach(es) of this Agreement by the Lessee.
(2) The Lessor shall have the right to appropriate, either at the time of payment or at any time
thereafter, any monies paid to the Lessor towards discharging the liabilities of the Lessee under
this Agreement as the Lessor may consider fit irrespective of any appropriation
purported/intended by the Lessee or by any other party effecting payment.
SECTION 8.4 NAMING RIGHTS
The Lessor shall have at its sole discretion and at any time be entitled to name, change, alter and/or
amend the name as well as the number or designation by which the Leased Premises is known for
whatsoever reason and in respect thereof, the Lessor shall not be liable in damages to the Lessee nor be
made a party to any proceedings or be liable for costs or expenses of whatsoever nature incurred by the
Lessee as a result of any such variation. Such name, change, alteration and/or amendment shall also
not be considered a ground for annulling or vitiating the obligations of the Lessee under this Lease.
SECTION 8.5 RIGHTS UNDER LAW
Notwithstanding anything to the contrary contained in this Lease, the enforcement of any sections or
provisions herein shall not in any way prejudice the rights of the Lessor under the law.
SECTION 8.6 MANAGEMENT OF LEASED PREMISED BY THIRD PARTIES
The Lessor may at its absolute discretion but without being absolved from all or any of its obligation,
covenants and agreements herein, appoint a third party to undertake the management and operation
of the Leased Premises.
SECTION 8.7 EXHIBITIONS, DISPLAYS AND FUNCTIONS ON COMMON PROPERTY
Notwithstanding anything to the contrary herein this Agreement contained, it is hereby further agreed,
confirmed and declared by the parties hereto that the Lessor shall have the absolute right at any time
and from time to time hereafter without notice to or the concurrence of the Lessee:-
(a) to erect and remove or permit any person, firm, company or organization to erect or remove
any booths, kiosks or other structures whatsoever on any part of the Common Property as the
Lessor may think fit for the purposes of carrying on any trade or business and any rent, fees or
other payments payable or derived therefrom shall belong to the Lessor absolutely; and
(b) hold or permit to be held either alone or jointly with any person, company, firm or organization
any exhibitions, display of merchandise, parades, demonstrations or other functions

whatsoever on any part of the Common Property and upon such terms and conditions as the
Lessor may think fit and any rental, proceeds or profits derived therefrom shall be for the
absolute benefit of the Lessor.
ARTICLE IX
OPTION TO RENEW
SECTION 9.1 OPTION TO RENEW
(1) If the Lessee is desirous of renewing the Lease at the expiration of the Term hereby created, the
Lessee shall at least six (6) months before the date of expiration of the Lease herein give to the
Lessor notice in writing of such desire and PROVIDED THAT:
(a) the rental for the renewed term shall have first been agreed upon by the parties hereto;
(b) and the Lessee shall have paid all Rent and monies due and observed and performed
all the obligations and terms herein;
the Lessor shall at the Lessor’s absolute discretion, let the Demised Premises to the Lessee for
a further term and revised Rent as provided in Item 17 of the First Schedule from the date of
expiration of the Term upon the same terms and conditions contained herein save and except
for this option to renew clause. Before the commencement of such further term, the Lessee shall
pay to the Lessor a sum equivalent to three (3) months’ Rent at the revised rates, if any as
deposit pursuant to the relevant sections hereinbefore provided. In the event the parties are not
able to agree on the revised terms and conditions by the expiry date, the Lessee shall forthwith
deliver vacant possession of the Demised Premises to the Lessor upon expiration of the Term.
(2) If a further lease of the Demised Premises is not created by a document executed by the Lessor
and the Lessee, and if the Lessee shall at the expiry of the Term hereby created, remain in
possession of the Demised Premises with the consent of the Lessor, the Lessee shall be deemed
to be a monthly tenant thereof. Such monthly lease shall be determinable by one (1) calendar
months’ notice in writing but otherwise shall be subject in all respects to the terms and
conditions herein contained.
ARTICLES X
MISCELLANEOUS
SECTION 10.1 INDULGENCE OR WAIVER
Any indulgences given by any party to the other shall not constitute a waiver of or prejudice the other’s
rights herein contained.
SECTION 10.2 COSTS
All costs in respect of this Agreement (including the Lessor’s full solicitor’s costs, stamp duty and
penalty, if any) shall be borne solely and absolutely by the Lessee.

SECTION 10.3 NOTICE
Any notice required to be given under this Agreement shall be sufficiently served to the parties hereto
at the Demised Premises or at the respective parties’ addresses stated herein or their registered address
and shall be deemed to have been received by the addressee:
(a) in the case of delivery through courier service, on the second (2nd) day following the date on
which it is delivered to, or collected by the courier company; or
(b) in the case of delivery through telefax, on the completion of the transmission thereof, i.e. when
the addresser receives a transmission report confirming successful transmission thereof and
thereafter confirmed by the delivery of a copy thereof by hand or by registered post or ordinary
post to the addressee; or
(c) in the case of hand delivery, at the time is delivered and acknowledged by the addressee.
SECTION 10.4 SUCCESSORS BOUND
This Agreement shall be binding upon:
(1) the legal representatives, administrators, executors, successors in title, heirs and permitted
assigns of the Lessee; and
(2) the successors in title and assigns of the Lessor.
SECTION 10.5 TIME
Time wherever mentioned in this Agreement shall be of the essence of this Agreement.
SECTION 10.6 ACTS OR DEFAULTS OF LESSEE’S AGENTS, SERVANTS
For the purpose of this Agreement any act, default or omission of the agents or servants or employees
of the Lessee shall be deemed to be the act default or omission of the Lessee.
SECTION 10.7 NO RELIANCE ON REPRESENTATION BY LESSOR
The Lessee hereby declares that the Lessee has entered into this Agreement without relying on any
representation by the Lessor and the Lessor in granting a Lease of the Demised Premises to the Lessee
does not represent, warrant, guarantee nor undertake as to the suitability of the Demised Premises or
the Leased Premises or the facilities or amenities provided therewith for the carrying on of the business
of the Lessee nor the profitability of the business of the Lessee and the Lessor shall not be held
responsible nor liable in any manner whatsoever in connection therewith.
SECTION 10.8 LIMIT OF LESSEE’S RIGHT
Nothing herein contained shall be construed as conferring on the Lessee any right to enforce any
covenant or agreement relating to any other premises or portions of the Leased Premises demised by
the Lessor or limit or affect the right of the Lessor in respect of any of such other portions or premises

to deal with the same and impose and/or vary such terms and conditions in respect thereof in any
manner as the Lessor may in its absolute discretion think fit.
SECTION 10.9 MONOPOLY
Nothing herein contained shall be construed implying that the Lessee shall have or may expect a
monopoly in its class of business in the Leased Premises or any part thereof of lessees carrying on the
same class of business in the Leased Premises or any part thereof.
SECTION 10.10 PERSONAL DATA
(1) The Lessee acknowledges and understands that personal data of its shareholders, directors,
employees, contractors and/or agents or himself (where the Lessee is a sole proprietor or
partnership) ("Relevant Persons") may be collected and processed by the Lessor for purposes
related to the performance of this Agreement and other legitimate business purposes
("Purpose"). To the extent that personal data is disclosed to the Lessor, the Lessee represents
and warrants that the appropriate consents have been obtained from the Relevant Persons or
that it is otherwise entitled to provide the personal data to the Lessor and to permit the Lessor
to process the personal data for the Purpose.
(2) The Lessee shall handle all personal data or information the Lessee acquires in the course of
the Lease appropriately and in accordance with the law.
SECTION 10.11 EVIDENCE OF INDEBTEDNESS
In any legal action or proceeding relating to this Agreement, a statement of account of the Lessor as to
the amount due and owing by the Lessee shall in the absence of manifest error, be conclusive evidence
that such amount is in fact due and payable.
SECTION 10.12 ORIGINALS
This Agreement is executed in two originals in English only with each Party retaining one copy.
SECTION 10.13 SEVERANCE
In the event that any term condition or provision of this Agreement is held to be a violation of any
applicable law, statute or regulation the same shall be deemed to be deleted from this Agreement and
shall be of no force and effect and this Agreement shall remain in full force and effect as if such term
and condition or provision had not originally been contained in this Agreement.
SECTION 10.14 ENTIRETY OF AGREEMENT, AMENDMENT AND ANNEXES
(1) This Agreement constitute the entire agreement between the parties hereto and supersedes any
other agreements, letters, correspondence (oral or written or expressed or implied) entered into
prior to this Agreement in connection with the subject matter hereof.
(2) This Agreement may be amended or varied only by instruments in writing executed by the
Lessor and the Lessee.

(3) This Agreement together with its Annexes constitute the entire agreement and understanding
between the Parties with respect to the subject to matter of this Agreement and replaces and
supersedes any and all prior agreements, arrangements, undertaking or statements regarding
this subject matter.
SECTION 10.15 EFFECTIVE DATE
This Agreement shall take effect from the date first stated hereinabove, irrespective of the diverse dates
upon which the respective parties may have executed this Agreement and notwithstanding that the
Term of the Lease shall only commence on the Lease Commencement Date.
SECTION 10.16 ASSIGNMENT
The Lessor shall be entitled to assign or transfer its rights and interest under the Lease without the
consent of the Lessee.
SECTION 10.17 NO RELATIONSHIP, PARTNERSHIP, ETC.
Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as
creating the relationship of partnership or principal and agent or of joint venture between the parties
hereto it being understood and agreed that neither the method of computation of Rent nor any other
provision contained herein nor any acts of the parties hereto shall be deemed to create any relationship
between the parties hereto other than the relationship of a chief tenant and Lessee upon the terms and
conditions only as provided in this Agreement.
SECTION 10.18 SPECIAL TERMS & CONDITIONS
The parties hereto further agree to the special terms and conditions (if any) as may be contained in the
Sixth Schedule hereto, which shall be deemed to be an essential and integral part of this Agreement
and in the event of there being any inconsistency between any such special terms and conditions and
any of the provisions of this Agreement then such special terms and conditions shall prevail.
SECTION 10.19 ESSENTIAL TERMS
The Lessee and the Lessor agree that each of the sections are essential terms of this Agreement, and any
breach or failure by the Lessee to comply with any of those sections shall entitle the Lessor to all rights
and remedies available to it in respect of breach of or failure to comply with an essential term.
SECTION 10.20 EXCLUSION OF IMPLIED TERMS
The covenants, provisions and agreement herein cover and comprise the whole of this Agreement
between the parties hereto or their appointed agents and the parties hereto expressly agree and declare
that no further or other covenants, agreements, provision or terms whether in respect of the Demised
Premises or otherwise shall be deemed to be implied and the existence of any such implication is hereby
negatived.

SECTION 10.21 LAW AND JURISDICTION
This Agreement shall be governed by and construed in all respect in accordance with the laws of the
Kingdom of Cambodia and the Lessor and the Lessee hereby submit to the jurisdiction of the Courts of
the Kingdom of Cambodia in all matters arising out or in connection with this Agreement.
[ the rest of this page is intentionally left blank ]

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first
above written.
For and on behalf of the Lessor For and on behalf of the Lessee
(Signature and Company common seal) (Signature and Company common seal)
_______________________________ ________________________________
Name: Arnaud DUFRESNE Name: Ms. Pisey SENG
Title: President Title: Owner
Date: _________________________ Date: ___________________________
Witnessed by Witnessed by
_______________________________ ________________________________
Name: _________________________ Name: __________________________
Title: __________________________ Title: ___________________________
Date: __________________________ Date: ___________________________

FIRST SCHEDULE
FIRST SCHEDULE
(which is to be taken read and construed as an essential part of this Agreement)
Item
1. PARTICULARS OF LESSEE Name: SS BRANDSHOP CO., LTD.

Registered Address: #306BCD, St. Preah Monivong,
Sangkat Chatomuk, Khan Daun Penh, Phnom Penh,
Cambodia
Contact Person:
Name: Y RETHY
Mobile: 066 21 22 22
Email: rethy.y@kids.com
Passport number:
Accountant/Billing:
Name: SOPHEA SOK
Mobile: 017 66 121
Email: sophea.sok@klds.com
2. TERM OF LEASE [3] years starting from the lease commencement date.
3. LEASE COMMENCEMENT
DATE 12th September 2022
4. DEMISED PREMISES Mall Name CHIP MONG 271 MEGA MALL
#St271, Phum Prek Ta Nu, Sangkat

Address Chak Angrae Leu, Khan Mean Chey,
Lot Number 241 & 242, Second Floor
Area 232.45 sq.m
5. HANDOVER DATE 11st June 2022
6. FIT OUT PERIOD 3 months effective from 11st June 2022 or the Handover
Date, whichever is earlier.
7. RENT COMMENCEMENT 12th September 2022

DATE
In case of change in the above date, the new date shall
be decided and notified by the Lessor.
8. RENT Rent shall be comprised of Base Rent and/or Turnover
Rent, plus Service Charge and Advertising &
Promotional Fee.
8(a) BASE RENT Year 1: Two Thousand Seven Hundred Eighty-Nine US
Dollars and Forty cents (US$ 2,789.40) per month at the

FIRST SCHEDULE
Item
rate of Twelve US Dollars (US$12.00) per square meter

per month.
Year 2: Three Thousand Twenty-One US Dollars and

Eighty-Five cents (US$3,021.85) per month at the rate of
Thirteen US Dollars (US$13.00) per square meter per
month.
Year 3: Three Thousand Two Hundred Fifty-Four US

Dollars and Thirty cents (US$3,254.30) per month at the
rate of Fourteen US Dollars (US$14.00) per square
meter per month.
Base Rent shall be exclusive of VAT.
8(b) GROSS RENT Gross Rent is an aggregate of Base Rent, Service Charge,
Advertising & Promotion fee, payable in advance on
the first day of each and every calendar month.
Year 1: Four Thousand Eight Hundred Eighty-One US
Dollars (US$4,881.45) per month at the rate of Twenty-
One US Dollars (US$21.00) per square meter per month.
Year 2: Five Thousand One Hundred Thirteen US

Dollars and Ninety cents (US$5,113.90) per month at
the rate of Twenty-Two US Dollars (US$22.00) per
square meter per month.
Year 3: Five Thousand Three Hundred Forty-Six US

Dollars and Thirty-Five cents (US$5,346.35) per month
at the rate of Twenty-Three US Dollars (US$23.00) per
Rent shall be exclusive of VAT.
9. TURNOVER RENT Year 1: N/A
Year 2 to Year 3: Two percent (2%) of Net Sale per

month.
* Net Sales shall mean all incomes received from all

business conducted by the Lessee at or from the
Demises Premises, which shall be exclusive of any
applicable Taxes.
10. SERVICE CHARGE Year 1 to Year 3: One Thousand Six Hundred Thirty-
Seven US Dollars and Fifteen Cents (US$1,637.15) per
month at the rate of Seven US Dollars (US$7.00) per

FIRST SCHEDULE
Item
Service Charge shall be exclusive of VAT.
11. ADVERTISING AND Year 1 to Year 3: Four Hundred Sixty-Four US Dollars

PROMOTION FEE and Ninety Cents (US$464.90) per month at the rate of
Two US Dollars (US$2.00) per square meter per month.
Advertising & Promotion Fee shall be exclusive of VAT.
12. OPERATION HOURS OF THE From 9:00am to 10:00pm daily, seven (7) days a week
LEASED PREMISES unless otherwise notified in writing to the Lessor.
13. DEPOSITS Note: Lessee shall pay the total amount of deposit
equivalent to four-point-five (4.5) months, in the
amount of (US$24,058.58), payable within 7 days after
signing Lease Agreement.
(a) SECURITY DEPOSIT Sixteen Thousand Thirty-Nine US Dollars and Seventy-
Five cents (US$16,039.05), equivalent to three (3)
months of Gross rent.
(b) UTILITIES DEPOSIT Two Thousand Six Hundred Seventy-Three US Dollars

and Eighteen Cents (US$2,673.18), equivalent to half
(0.5) month of Gross rent.
(c) FIT OUT DEPOSIT Five Thousand Three Hundred Forty-Six US Dollars
/RESTORATION DEPOSIT and Thirty-Five cents (US$5,346.35), equivalent to one
(1) month of Gross rent.
14. FIT OUT MANAGEMENT FEE One Thousand One Hundred US Dollars and Twenty-
(Fees of cooperation on site) Five Cents (US$1,162.25), only at the rate of (US$5.00)
per square meter, payable one month before entering
onto Fit-out Work.
For the construction security services in term of safety

control for technical and intention damages also for
effort and services provided by Lessor to review and
comment to drawings and/or layout prepared by the
Lessee.
Utility charges during Fit-Out period shall be charged

according to actual usage. Fit-Out Management Fee
shall be exclusive of VAT.
15. GREASE TRAP CLEANING N/A

FEE

FIRST SCHEDULE
Item
16. USE OF DEMISED PREMISES The Demised Premises shall be used for the following:
The operation as a strictly for “Electronic Shop” under

the trading name of “SAMSUNG” concept only.
Any other type(s) of business or brand is/are strictly

prohibited, and any such changes shall require the prior
written consent of the Lessor whose consent shall be at
its sole discretion.
17. OPTION FOR RENEWAL Subject negotiation
18. RATE OF INTEREST (overdue One-point five percent (1.5%) per month, calculated on
interest rate for the Lessee’s late a daily basis.
payment)
19. PARKING FEE (Lessee’s - Car: Twenty US Dollar (US$20.00)/month per car.
Employee) - Bike: Five US Dollar (US$5.00)/month per motor.
In case of change, the rate will be notified by Lessor.
20. LESSEE INSURANCE 1. INSURANCE FOR THE FIT OUT WORKS
CONTRACTOR ALL RISK:

Material Damage: Covering Tenant’s Fit out works
with sum insured equal to the full replacement cost.
Third Party Liability: Covering legal liability of the
Lessee consequence upon property damage and bodily
injury to third party.
Minimum Indemnity Limit: Five Hundred Thousand
US Dollar (US$500,000.00) for any one occurrence and
unlimited in the aggregate.
2. INSURANCE FOR THE WHOLE BUSINESS

OPERATION:
Fire Insurance: Covering Fire, Lighting, Explosion of

gas
Public Liability Insurance:
Minimum Indemnity limit: Five Hundred Thousand
US Dollar (US$500,000.00) for any one occurrence and
unlimited in the aggregate.
21. MAXIMUM FLOOR LOADING 500kg/sqm
CAPACITY
22. UTILITIES FEE - Electricity rate: Twenty-Five cents (US$0.25) per kwh.
- Water rate: Eighty cents (US$0.80) per Cubic Meter.

FIRST SCHEDULE
Item
23. LATE OPENING FEE Fifty US Dollars (US$50.00) per day counting from Rent
Commencement Date.
24. OVERTIME CHARGE Four US Dollars ($4.00) per sqm per month to be paid
(AFTER OPERATION HOURS) by Lessee to Lessor for the service provided by the
Lessor beyond the Operation Hours of the Mall
(Including but not limited to security, cleaning,
common area lighting).

SECOND SCHEDULE
SECOND SCHEDULE
Item
Company Name: Chip Mong Retail Co., Ltd.

1. PARTICULARS Registered Address: # St271, Phum Prek Ta Nu, Sangkat
OF LESSOR Chak Angrae Leu, Khan Mean Chey,
Correspondence Address: # St271, Phum Prek Ta Nu, Sangkat
Chak Angrae Leu, Khan Mean Chey,
Contact Person:
Name: Mrs. Ly Sokchheng; Senior Vice President
Mobile: 098 609 960
Email: sokchheng.ly@chipmong.com
Company Name: SS BRANDSHOP CO., LTD.
2. PARTICULARS
OF LESSEE Registered Address: #306BCD, St. Preah Moniving, Sangkat
Chatomuk, Khan Daun Penh, Phnom
Penh, Cambodia
Contact Person:
Name: Y RETHY
Mobile: 066 212 2222
Email: rethy.y@klds.com
Accountant/Billing:
Name: SOPHEA SOK
Mobile: 017 666 121
Email: sophea.sok@klds.com
STATUTORY The Sub-Lessee is required to attach the following documents
DOCUMENTS of their company to facilitate the Lessee in the preparation of
(if documents were the Sub-Lease Agreement:
submitted previously, please
ignore this section) If limited company or corporation:
(a) Certificate of Incorporation;
(b) Memorandum & Article of Association;
(c) Directors’ Resolution authorizing the acceptance of this

offer and the due execution of all relevant documentation
thereof;

(d) Power of Attorney or Director’s Resolution appointing
the Representative of the Sub-Lessee;
(e) Patent Tax Certificate for Current Year;
(f) VAT Certificate;
(g) Identification / Passport of the Representative;
(h) Contact Details of Representative; and
(i) any additional documents and/or information requested

by the Lessee.
If sole proprietorship or partnership:
(a) Certificate of Registration;
(b) Copies of identity card/passport of the sole

proprietor/partners;
(c) Letter confirming the registration in the Business

Registry for permit to operate, issued by
Municipal/Provincial Department of Commerce;
(d) any other licenses or permissions relevant to the Sub-

Lessee’s business issued by the relevant authorities in the
Kingdom of Cambodia;
(e) Patent Tax Certificate for Current Year;
(f) VAT Certificate (if a Taxpayer); and
(g) any additional documents and/or information requested

by the Lessee.

THIRD SCHEDULE
1. The Rent
1.1 The Rent for the Demised Premises during the Term and/or the Renewal Term(s) (if any) shall
be subject to the provisions hereinafter set out, be THE HIGHER OF EITHER:
(a) the Gross Rental being the sum stated in Item 8(b) of the First Schedule for the Term
hereby created or, in the event the Lease is renewed, the Gross Rental as computed
after the revision of the Base Rent and subsequent revision of the Service Charge and
the Advertising and Promotion Fee in accordance with Section 2.12, Section 2.13 and
Section 9.01; or
(b) the Turnover Rent being the amount equal to the percentage specified in Item 9 of the
First Schedule of the monthly Net Sales (as defined hereunder) for each calendar month
or part thereof (where appropriate).
1.2 Without prejudice to any other rights and remedies which the Lessor has against the Lessee, if
any monies payable by the Lessee to the Lessor under the provisions of this Agreement shall
become due and be unpaid, the Lessee shall pay to the Lessor interest on such overdue sum at
the rate as stated in Item 18 of the First Schedule from the date on which such monies falls due
for payment to the date when such monies is actually received by the Lessor.
1.3 The Lessee agrees that if the Lessor shall effect any structural alterations or any alterations or
additions to the water, gas, electrical, plumbing, air-conditioning equipment, fire equipment
or other services of appurtenances to the Demised Premises which may be required by reason
of changes in statutes, regulations, ordinance or by-law of any authority or body having
jurisdiction in that behalf (not being alterations or additions required by virtue of the Lessee’s
business or the provision of separate toilets in the Demised Premises the costs of which shall at
all-time be borne by the Lessee), then in any or all the above events, the Rent payable by the
Lessee hereunder shall be increased by such reasonable sum as stipulated by the Lessor which
shall be final and binding upon the Lessee.
2. Rent Commencement Date
The Rent shall commence on the Rent Commencement Date as stated in Item 7 of the First
Schedule.
3. Payment of Rent
3.1 The Rent shall comprise of the Gross Rental at the minimum or up to the Turnover Rent,
whichever is higher, due monthly in advance. The Rent on the Rent Commencement Date shall
be the Gross Rental and shall be due and payable in advance on the Rent Commencement Date.
3.2 The subsequent Rent is due on the first (1st) day of each and every calendar month commencing
from the first calendar month immediately after the Rent Commencement Date and shall be

payable within Seven (07) days without demand. If the Rent Commencement Date does not
coincide with the first (1st) day of a calendar month, the first Rent shall be prorated to such
period from the Rent Commencement Date to the end of the calendar month.
3.3 All payment in accordance with the Lessee Agreement shall be made in USD only, or if
prohibited, then by Riels to which the USD amounts shown herein shall be converted at
prevailing rates at the time of conversion.
3.4 Lessor shall issue the invoice of Rent, Service Charge, Advertising and Promotion Fees, Utilities
charge, other charges, Tax and other financial obligations of the Lessee to the Lessee monthly
within seven (7) days, except for utilities which shall be within the last week of each month.
3.5 The Lessee shall transfer the amount invoiced by the Lessor to the Bank account specified by
the Lessor within Seven (07) days from the invoice issuing date by the Lessor.
3.6 Lessee shall bear the cost of bank transfer charges when the Lessee transfers the invoiced
amount to the Lessor.
4. Payment of Rent pending determination of Turnover Rent
Pending the final calculation and determination of the Turnover Rent in accordance with
Paragraph 6 of this Third Schedule.
In the event of Turnover Rent of the preceding month in excess of the Gross Rent, the Lessee
shall pay the Lessor by Seven (07) days on the invoiced date of the excess Turnover Rent.
5. Calculation of Gross Rental for Broken Rent Period
A Broken Rent Period shall mean any period of less than one (1) month in respect of which
Rent is payable. In the event a Broken Rent Period occurs, then the Gross Rental payable by the
Lessee for the Broken Rent Period shall be calculated in accordance with the following formula:
A= B X C
D
Where:
"A" means the Gross Rental payable by the Lessee in respect of the Broken Rent Period;
"B" means the Gross Rental for the relevant calendar month in which the Broken Rent Period
occurs;
"C" means the number of days in the Broken Rent Period; and
"D" means the number of days in the month in which the Broken Rent Period occurs.
6. Procedure for Determination and Calculation of Turnover Rent
To enable determination and calculation of the Turnover Rent, the Lessee shall observe and
comply with the following:
6.1 Net Sales Statements for each calendar month
The Lessee shall deliver to the Lessor no later than Seven (07) days after the end of each

calendar month the Lessee’s monthly Net Sales statement for that calendar month in such other
form as may be prescribed by the Lessor from time to time itemised in reasonable detail and
computed into daily Net Sales and signed by the Lessee where the Lessee is an individual or
by the principal executive of the Lessee where the Lessee is a corporation.
6.2 Net Sales Statement for each Financial Year
The Lessee shall within three (3) months after the end of each of the Lessee’s financial year
deliver to the Lessor the Net Sales statement for that financial year or a part thereof (as the case
may be) itemised in reasonable detail and computed into monthly Net Sales and audited and
certified without qualification by a registered public accountant appointed by the Lessee and
approved by the Lessor. The Lessee shall also within three (3) months after the expiry or sooner
determination of the Lease (as the case may be) deliver to the Lessor the Net Sales statement
for the period of financial year or a part thereof (as the case may be) occurring immediately
before the expiry or sooner determination of the Lease (as the case may be) which shall be
prepared, audited and certified in the like manner as aforementioned. The fees cost and
expenses of the said registered public accountant shall be borne by the Lessee.
6.3 Records and Accounting
The Lessee shall keep and maintain at all times during the Lease full and accurate books of
account and records including all sales slips, cash, register rolls, page strips and other evidences
of Net Sales from which the Net Sales for each month or any part thereof can be determined
and shall preserve them for at least three (3) years after the end of each calendar month. The
Lessee shall issue to each customer a receipt or serially numbered sales slip for each transaction
which transaction shall be recorded on serially number sales slip and/or cash register tapes.
6.4 Inspection and Audit
(a) The Lessee shall keep and retain on the Demised Premises during and for at least three
(3) years after the end of each financial year of the Lease all sales slips, dockets, cash
register tapes, hire purchase agreements, bank deposit records, tax returns and other
evidence of Net Sales for such financial year. The Lessor may at any time and from
time to time inspect and audit all of the books of account, statement, documents,
records, return papers, and files of the Lessor relating to Net Sales. The Lessee shall if
required by the Lessor make the same available to the Lessor or its representative for
audit at the Demised Premises or at such other place as the Lessor may reasonably
require for such inspection or audit.
(b) The Lessor may appoint an independent public accountant to verify the Lessee’s Net
Sales of any period and the certificate of the independent public accountant issued
pursuant to this Paragraph 6.4 shall be final, conclusive and binding on the parties
hereto in the absence of manifest error.
(c) If the Net Sales shown by the Lessee’s statement for any month are found by such audit
to be understated by more than two percent (2%) then the Lessee shall pay to the Lessor
three (3) times the amount understated.

(d) The cost of such inspection or audit shall be for the Lessee’s account. For the avoidance
of doubt, if the appointment of the independent public accountant is rendered
necessary through failure on the part of the Lessee to deliver the Net Sale statement in
accordance with Paragraphs 6.1 and 6.2 above, then the costs and expenses of the said
independent public accountant shall be borne and paid by the Lessee in all
circumstances.
(e) In the event the Lessee conceals its Daily Net Sales for two (2) or more times, the Lessor
shall forthwith be entitled to terminate this Agreement in accordance with the
provisions herein.
6.5 Refund of Deposit and Rent Paid In Advance
Notwithstanding anything herein this Agreement contained, the Lessee shall not be entitled to
the refund of the Deposits or any part thereof or any Rent which have been paid in advance
upon the expiry or sooner determination of this Agreement.
7. Inaccurate Statement of Net Sales
7.1 In the event it is established by the Lessor’s inspection, audit or otherwise or by the Lessee’s
duly audited and certified Net Sates statement for any financial year or any part thereof (as the
case may be) that any statements delivered by the Lessee to the Lessor as aforesaid and/or any
payment made by the Lessee to the Lessor is inaccurate the necessary adjustment shall
thereupon be made and any amount short paid or overpaid by the Lessee shall be payable or
repayable as the case may be in the following manner:
(a) if the inaccuracy was established by the Lessor’s inspection and audit or otherwise,
then the amount short paid shall be payable to the Lessor within Seven (07) days from
the date of the Lessor’s written demand and any amount overpaid Lessor will issue
credit notes to offset following month; and
(b) if the inaccuracy was established by the Lessee’s duly audited and certified Net Sales
Statement for any financial year or any part thereof (as the case may be), then:
(i) any amount short paid shall be payable by the Lessee to the Lessor within Seven
(07) days from the date of the Lessor’s written demand;
(ii) any amount overpaid shall credit note to offset the following month, and where
the Net Sales Statement was in respect of the period of the financial year
immediately preceding the expiry of the Lease or the sooner determination of
the Lease, not later than three (3) months after the end of the Lease or the sooner
determination of the Lease;
PROVIDED ALWAYS that if any statement (monthly or financial year) is understated

by more than five per centum (5%) the Lessor shall forthwith be entitled to terminate
this Agreement in accordance to the provisions herein.

8. Turnover Rent for Unexpired Term
8.1 In the event the Lessor shall become entitled to claim or recover from the Lessee, the Rent for
the unexpired Term of the Lease hereby created, then for the purpose of calculating the
Turnover Rent:
(a) where the period preceding the unexpired period of the Lease is more than six (6)
months, the monthly Turnover Rent in respect of the unexpired Term shall be deemed
to be the average of the last six (6) calendar months' Turnover Rent immediately
preceding the unexpired period of the Term; and
(b) where the period preceding the unexpired period of the Lease is less than six (6)
calendar months, the monthly Turnover Rent in respect of the unexpired Term shall be
deemed to be the average monthly Turnover Rent for that shorter period.
9. Definition of "Net Sales"
9.1 Subject to Paragraphs 10.2 and 10.3 below, "Net Sales" shall mean the aggregate of all Net
revenue income, money or other consideration received or receivable for all merchandise or
goods sold, leased, hired or otherwise disposed of and for all services performed including
merchandising from concessionaires and all business of any nature whatsoever conducted in,
at, from or upon the Demised Premises or in any way derived from any business activity of the
Lessee and without prejudice to the generality of the above shall include:-
(a) all amounts received or receivable from orders which originated or are received or
accepted at or from the Demised Premises notwithstanding that delivery or
performance is made at or from any place other than the Demised Premises and
notwithstanding that payment is made to a person other than the Lessee;
(b) sales by way of redemption of gift vouchers or other forms of cash vouchers
irrespective of whether the said gift or cash vouchers was purchased at the Demised
Premises;
(c) all amounts received or receivable from sales made or services provided by means of
mechanical or vending machines are approved and allowed by the Lessor;
(d) all amount received or receivable from sales and services which the Lessee in the
normal and customary course of the Lessee’s operations would or should credit or
attribute to the Lessee’s business on the Demised Premises;
(e) all grants, subsidies and fees of a revenue nature paid to the Lessee by national or local
government or any public authority in consideration of or to defray in whole or part
the cost of the supply of goods or services at or from the Demised Premises;

(f) any items which are not included in the foregoing but are made or performed in
pursuance to the Lessee’s trade.
AND shall also include payment in the following manner:
(i) every sale by way of redemption of gift vouchers or other forms of cash vouchers
shall be included in the calculation of the Net Sales at the time of redemption of
the same;
(ii) every sale on credit terms or on an installment basis shall be deemed to be a sale
for the full cash price at the date when the same is made irrespective of the time
or times at which the Lessee receives payment;
(iii) every hiring of goods to a customer with an option to purchase shall be deemed
to be a sale of the goods for the full cash price at the date when the hiring is made
(irrespective of the time or times at which the Lessee receives payment) and there
shall be excluded from the Net Sales any hiring charges in respect of such hiring;
and
(iv) every deposit by a customer shall be included in the Net Sales at the time of
receipt and shall only be deducted from the Net Sales if and when repaid or
refunded.
9.2 In calculating the amount of the Net Sales no deduction shall be made for:
(a) bad or doubtful debts; or

(b) (in the case of transactions paid by credit card) discounts or commissions payable by
the Lessee to the provider of credit.
9.3 The following amounts shall not be included in the Net Sales or if included shall be deducted:
(a) services tax/value added tax collected by the Lessee on behalf of government agencies
for goods and services rendered by the Lessee; and
(b) discount given to the Lessee’s customers which has been approved by the relevant
authorities as indicated in its receipts.
10. Check on Net Sales
The Lessor shall have the right at any time to be in, at or upon the Demised Premises to check
and record the Net Sales. In the event that the Lessor purchases goods, wares or merchandise
from the Lessee to determine if the Lessee records its sales accurately and notwithstanding any
statement in any receipt or invoice or other document issued by the Lessee in respect of such
goods, wares or merchandise purchased to the effect that the Lessee will not entertain any
return of goods, wares or merchandise and/or will not make refunds of the price paid for such
wares, goods or merchandise returned, the Lessee shall if required by the Lessor accept the
return of such goods, wares and merchandise purchased by the Lessor and refund to the Lessor
the price paid by the Lessor.
11. No Auction Sales

No public or private auction, sale or closing down sale or removal sale shall be conducted on
the Demised Premises. Any other permissible sale conducted on the Demised Premises shall
be in compliance with any regulations and/or guidelines imposed by the relevant Authorities.
All merchandise sold at the Demised Premises shall be priced at the same or lower price for
similar merchandise sold by the Lessee at outlets other than at the Demised Premises and shall
not be marked up.

FOURTH SCHEDULE
1. Fit Out Works
(a) The Lessee shall carry out and complete at its own cost and expense the Fit Out Works
or any other works to the Demised Premises during the Fit Out Period in accordance
with the Fit Out Guide.
(b) If the Fit Out Works affect any of the structural, mechanical, electrical or other material
component of the Mall as a result of which the Lessor incurs costs in carrying out any
structural, mechanical, electrical or other material work to the affected part or parts of
the Mall, the Lessee shall fully indemnify the Lessor and forthwith pay to the Lessor
all such costs.
(c) The Lessee shall carry out the Fit Out Works in a good and workmanlike manner to
the satisfaction of the Lessor and in compliance with all laws and regulations and with
all other conditions and directions as may be given from time to time by the Lessor or
the Lessor’s representative.
2. Fit Out Deposit
Immediately on or prior to the Handover Date, the Lessee shall pay to the Lessor the Deposits,
the Fit Out Deposit, Fit Out Management Fee as security for the due observance and
performance of the Lessee’s obligations under this Paragraph 1.
3. Fit Out Management Fee
Within seven (7) days prior to the Handover Date, irrespective of the execution of the Lease
Agreement, Lessee shall be required to pay the Lessor Fit Out Management Fee as stipulated
in the First Schedule.
Fit Out management Fee is not refundable, and it shall cover the construction security services
in term of safety control for technical and intention damages also for effort and services
provided by the Lessor to review and comment to drawings and/or layout prepared by the
Lessee. Utilities Charges during Fit Out Period shall be paid by Lessee to Lessor.
4. Application and Refund of Fit Out Deposit
(a) The Lessee shall rectify any damage and/or remove any debris attributable to the
Lessee, its servants or agents during the Fit Out Period thereof shall not constitute a
waiver of or prejudice any of the Lessor’s right against the Lessee for the Lessee’s
breach.
(b) Upon the commencement date and PROVIDED ALWAYS that the Lessee shall have
complied with all the Lessee covenants and condition set out herein, the Fit Out
Deposit shall be automatically reclassified as Restoration Deposit upon completion of
the fitting out in the Demised Premises.

5. Acknowledgement by Lessee
The Lessee hereby acknowledges that it has received the Fit Out Guide and confirms and/or
agrees with the following:
(a) that the Lessee has read the Fit Out Guide;
(b) that the Lessee shall comply with and observe and/or procure its contractors and sub-
contractors to comply with and observe the provisions of the Fit Out Guide;
(c) that the Fit Out Guide forms an integral part of this Agreement;
(d) that any breach or non-compliance with any of the provisions of the Fit Out Guide
constitutes a breach of this Agreement;
(d) that upon the occurrence of any breach or non-compliance with any of the provisions
of the Fit Out Guide, the Lessor shall be entitled to exercise any or all of its rights
provided under this Agreement;
(e) that in the event of any inconsistency or conflict between any provisions in the Fit Out
Guide and this Agreement, the provisions of this Agreement shall prevail unless
otherwise notified in writing by the Lessor.
6. Access & Inspection by Lessor
Without prejudice to any other right of inspection available to the Lessor pursuant to this
Agreement and any other rights and remedies of the Lessor, the Lessor shall together with the
Lessor’s representatives, agents, consultants and employees be entitled to enter the Demised
Premises at any time during the Fit Out Period to inspect the Fit Out Works to ascertain the
progress of the Fit Out Works and to ascertain whether the execution of the Fit Out Works is in
compliance with this Agreement and may upon giving written notice to the Lessee, carry out
any minor works outstanding and/or to rectify any defects or to execute any works which may
be required by any authority Provided That in an emergency or where the nature of the works
which the Lessor may wish to carry out pursuant to this Paragraph 5 are such that in the
opinion of the Lessor such works should be carried out immediately, the Lessor may carry out
the such works immediately upon giving written notice to the Lessee. Any such works carried
out by the Lessor shall be coordinated with the Fit Out Works.
7. Suspension of the Fit Out Works
If the Lessor considers it necessary or expedient, the Lessor may by notice to the Lessee
withdraw or suspend the license granted to the Lessee under this Agreement to enter the
Demised Premises and/or the Leased Premises and part of the Demised Premises and/or the
Leased Premises to effect the Fit Out Works for such period as may be necessary in which case:-

(a) the Lessee right to enter the Demised Premises and the Leased Premises will be
suspended until the Lessor notifies the Lessee that the Demised Premises is again
available for the Fit Out Works; and
(b) unless such withdrawal or suspension is attributable to the default under this
Agreement by the Lessee, its employees, contractors, servants or agents, the Fit Out
Period will be extended by the period for which the Lessee’s rights are suspended.
8. Indemnity
The Lessee shall indemnify and keep indemnified the Lessor from and against all actions,
claims, demands, losses, damage, costs and expenses which the Lessor shall or may be or
become liable as a consequence of the Fit Out Works or of any acts, omission or negligence of
the Lessee, its contractors, agents, servants or invitees during the Fit Out Period and thereafter.
9. Insurance During Fit Out Period
Without prejudice to the Lessee’s liabilities to indemnify the Lessor under Paragraph 6 and
without limiting its obligations as contained elsewhere under this Agreement, the Lessee shall
effect and maintain or cause its contractor to effect and maintain during the Fit Out Period a
contractors’ all risk (inclusive of public liability) insurance policy with such limit as shall be
prescribed by the Lessor. The Lessee shall prior to carrying out the Fit Out Works deposit with
the Lessor a copy of the valid policy for such insurance and the receipts of payment for the
premiums.

FIFTH SCHEDULE
RULES & REGULATIONS
1. Use of the Demised Premises
(a) The Lessee shall use the Demised Premises as stated in Item 16 of the First Schedule
and shall not use or cause or permit to be used the Demised Premises or any portion
thereof for the carrying on of any of the following businesses or trades:-
(i) any business or trades which involves gambling in any form;
(ii) funeral parlour or for any business or trades in connection with the supply of
items or services for funeral and other funeral related occasions;
(iii) any forms of social escort agency or related activities;
(iv) any immoral improper or offensive or unlawful activities including without

limitation the operation of brothels;
(v) for the conduct of business or use other than that stated in Item 16 of the First
Schedule;
(vi) any other business which the Lessor may by prior notice in writing stipulate as
being restrictive trades.
(b) The Lessee shall get prior approval from Lessor to install or erect or display any
religious altar or religious item, except to burn incense or any religious item or make
religious offerings in the Demised Premises or in the Common Property.
(c) The Lessee shall not do or commit or suffer to be done or commit any act matter or
thing whatsoever in or upon or about the Demised Premises or the Leased Premises or
any part thereof which in the Lessor’s reasonable opinion is or shall be an annoyance,
nuisance, grievance, damage or disturbance to other Lessees or occupiers of the Leased
Premises or persons otherwise lawfully therein or occupiers or owners of any adjacent
premises.
(d) The Lessee shall not carry out any cooking in the Demised Premises or any part of the
Common Property unless expressly authorized by the Lessor and the Lessee has
obtained the permit of the appropriate Authorities to operate the Demised Premises as
an approved food and beverage establishment or restaurant or an eatery as the case
may be. The employees of the Lessee may be allowed to bring food for the purpose of
personal consumption but such consumption shall be in an inconspicuous area of the
Demised Premises away from the view of any customers or invitees of the Lessee.
(e) The Lessee shall not use or permit the Demised Premises or any part thereof to be used
as a place of accommodation or dwelling and in particular not to permit any one to
sleep in the Demised Premises during and after the Operation Hours of the Leased

Premises.
(f) The Lessee shall not use the Demised Premises or any part thereof for any illegal
unlawful immoral purposes or for any purposes which may adversely affect the
interest of the Lessor or the reputation of the Leased Premises as a quality shopping
mall and not to do permit to be done any act or thing which may be or become a
nuisance or annoyance or in any way interfere with the quiet occupation and comfort
of the Lessor and/or any other tenants and occupiers of the Leased Premises.
2. Grease Traps etc (Only Applicable where the Use of Demised Premises is as a Food and/or
Beverage Outlet)
The Lessee shall:
(a) at the Lessee’s expense, keep the grease trap(s) and floor trap(s) in or serving the
Demised Premises in good order and repair and regularly serviced and maintained by
competent contractors at least Two times per year;
(b) unless the same have been provided by the Lessor, at the Lessee’s own expense,
construct, lay, install and connect all sewerage and other pipes, exhaust ducts and air-
conditioning ducts, culverts and cables for the purpose of the sewerage exhaust and
air-conditioning systems of the Demised Premises or for supplying water, gas or
electricity to the Demised Premises, and regardless of whether the same is provided by
the Lessor or otherwise, shall be responsible at the Lessee’s own expense for the repair,
maintenance, upkeep and cleanliness of all such pipes ducts, culverts, cables and
sewerage exhaust and air-conditioning systems;
(c) enter into and maintain throughout the Term, contract(s) ("the Service Contract") with
such kitchen exhaust system servicing company as the Lessor may approve on terms
and conditions acceptable to the Lessor including, but not limited to, the following
terms:
(i) that the kitchen hood(s) be serviced at least two (2) times each week;
(ii) that the duct(s) and exhaust fan(s) be serviced at least once every six (6) months;
and
(iii) that the entire kitchen exhaust system in the Demised Premises be serviced in
such manner and, if the frequency set out in sub-paragraphs (i) and/or (ii) above
is insufficient to maintain the designed extraction capacity of the kitchen exhaust
system, with such greater frequency as necessary to maintain the designed
extraction capacity of the kitchen exhaust system as verified by air flow meters;
(d) at the Lessee’s expense and within seven (7) days of entering into each Service Contract
or renewal thereof provide the Lessor with a certified true copy of the same; and
(e) in cases of emergency whereby the area of the kitchen or part of it is caught on fire or
needs repair due to an act of accident, the Lessee shall IMMEDIATELY repair and
cause to be repaired all the damage(s) occurred and the cost of such repair and

restoration shall be borne solely by the Lessee.
3. Upkeep and Maintenance
(a) The Lessee shall keep and maintain the entire interior, the front and entrance of the
Demised Premises including the air-conditioning ducts, vents, doors, windows, locks,
electrical wiring, power and light fittings, ceilings, walls, floor and interior plaster, and
other surface on walls and ceilings and the Lessor’s Fixtures & Fittings in good and
substantial repair and clean condition to a standard not less than the standard
prevailing at the commencement of this Agreement. In particular the Lessee shall keep
the interior woodwork properly stained, varnished and polished and the
window/glass panes cleaned throughout the Term. The Lessee shall replace all the
above with replacements of the same or equivalent quality as and when they may have
been damaged, soiled or rendered unserviceable and to make good to the satisfaction
of the Lessor any damage or breakage caused to the Demised Premises, in default of
which the Lessor hereby reserves the right to carry out the necessary repairs and works
and the costs and expense incurred thereof shall constitute a debt owing by the Lessee
to the Lessor and shall on demand be paid forthwith.
(b) The Lessee shall give the Lessor prompt notice in writing of any accident, breakdown
or defect or want of repair or damage of any services to or fittings in the Demised
Premises and of any circumstances likely to be or cause any danger, risk or hazard to
the Demised Premises or to the Leased Premises or any person therein.
(c) The Lessee shall not cause or permit to be caused any blockage or stoppage to the
drains, pipes, toilets, drainage or sewage system in and around the Demised Premises
or the Leased Premises.
(d) The Lessee shall not cause or permit or suffer to be caused any water seepage or leakage
in and around the Demised Premises or the Leased Premises.
(e) Where such blockage and/or seepage as described is caused by the Lessee, its
employees, servants, licensees, agents or invitees the Lessee shall remedy such
blockage and/or seepage forthwith failing which the Lessor shall be entitled to enter
into the Demised Premises if necessary to remedy the blockage and/or seepage
whereupon the costs and expenses incurred shall be a debt due from the Lessee to the
Lessor and be recoverable by legal action.
4. Cleaning of the Demised Premises
(a) The Lessee shall clean and keep the Demised Premises clean and shall make proper
and observe arrangements for the disposal and removal of all rubbish and litter.
(b) The Lessee shall not employ any other persons or companies to clean the Demised
Premises other than a cleaning contractor appointed, nominated or approved by the
Lessor to carry out the cleaning work of the Demised Premises and/or the Leased
Premises.

(c) The Lessee shall install suitable grease trap filters at every wash basin to prevent grease
and waste particles from being discharged directly into the drainage system and the
Lessee further covenants and agrees that in the event there should be any blockage
along the drainage system which is the result of the lack of maintenance and/or
negligence of the Lessee, its servants, licensees or agents, the Lessee shall bear and pay
within seven (7) days from the date of the Lessor’s demand all costs and expenses
incurred by the Lessor in removing any blockage along the drainage system.
(d) In the event the Lessee has sole occupation of the entire floor or has toilets or other
amenities within the Demised Premises, the Lessee shall be responsible for the cleaning
and maintenance of the said toilets and other amenities on that floor or within the
Demised Premises. In default, the Lessor may enter the Demised Premises to carry out
the cleaning and maintenance of the said toilets and amenities and the costs of doing
so will be borne by the Lessee.
5. Display Windows
(a) All blinds, shades, awnings, window ventilators and other similar fittings and fixtures
installed by the Lessee with the consent of the Lessor in or upon the Demised Premises
and visible from outside the Demised Premises shall conform to the reasonable
requirements and standards of the Lessor as to design quality and appearance.
(b) The Lessee shall use to best advantage all space available in the Demised Premises for
display and adequate merchandising of the Lessee’s goods, wares and stock-in-trade
and will keep the display windows and other appropriate parts of the Demised
Premises adequately lighted with electrical illumination during such periods of time
as may from time to time be required by the Lessor (which includes after Operating
Hours of the Leased Premises) Provided Always that the Lessee shall not by the
installation of any fittings, equipment facilities or illumination or by the display of
merchandise or other objects or otherwise, spoil, impair or detract from the
architectural form or style or appearance of the Demised Premises, the Common
Property or the Leased Premises generally.
(c) The Lessee shall not use or permit to be used the Common Property or any part thereof
for any business or commercial purposes or the display or advertisement of any goods
or services except with the consent in writing of the Lessor and in accordance with any
conditions imposed by the Lessor.
(d) The Lessee shall keep the window display area properly insured against damage.
(e) The Lessee shall keep all those parts of the window display area that are visible from
outside the Demised Premises clean, attractively dressed, laid out and furnished at all
times to the reasonable satisfaction of the Lessor.
(f) Unless prevented by any regulation or requirement of a competent, local, municipal or

provincial authority or by any interruption in the supply of electricity by the relevant
Authorities the Lessee shall keep the window display area and showcases of the

Demised Premises well lit during the Operation Hours of the Leased Premises and
during such period of time as may from time to time be required by the Lessor subject
always that the Lessee shall take such steps as the Lessor shall reasonably require to
ensure that a presentable or an attractive appearance to the Demised Premises is
maintained throughout the duration of the Term.
6. Signs and Advertisements
(a) The Lessee shall at all times display and maintain a suitable sign of a size and kind first
approved in writing by the Lessor showing the Lessee’s trade name.
(b) Lessee shall not place or display on the exterior of the Demised Premises or on the
windows or inside the Demised Premises so as to be visible from outside the Demised
Premises any name, writing, notice, signboard, placard, poster, sticker or
advertisement other than:
(i) normal price tickets attached and relating to goods sold in the display area inside
the Demised Premises (but not on the window glass); and
(ii) trade placards, posters or advertisements of a temporary and not excessive

nature and necessary or usual for the Lessee trade provided that not more than
twenty five per centum (25%) of the surface area of the shop window of the
Demised Premises shall be obscured by such placards, posters or
advertisements.
(c) The Lessor shall be entitled to determine the hours of illumination of signs in
accordance with the hours of trading as from time to time prescribed.
(d) The Lessee shall not erect, display, affix or exhibit on or to the exterior of the Demised
Premises or the interior face of any shop front of the Demised Premises any signs,
lights, embellishments, advertisements, names, notices or banners except with the
prior written consent of the Lessor.
(e) The Lessee shall remove or cause to be removed or altered any window or other
display or merchandise immediately upon notice by the Lessor where the Lessor is of
the opinion that such displays or merchandise will impair the name, image, reputation
or standing of the Leased Premises, failing which the Lessor shall be at liberty to
remove such displays or merchandise at the costs and expenses of the Lessee.
(f) The Lessee shall keep all those parts of the interior of the Demised Premises that are
visible from a pedestrian mall or a street sufficiently lighted, attractively laid out and
furnished and with goods well displayed and to keep any display windows or
showcases in the Demised Premises clean and adequately and attractively dressed at
all times to the reasonable satisfaction of the Lessor.
7. Storage of Goods

(a) The Lessee shall not throw or permit to be thrown or to be dropped or to fall any
articles or substance whatsoever from or out of or into the Demised Premises or the
Common Property or any part thereof and shall not place upon any sill, ledge or other
like part of the Demised Premises or the Common Property any articles or substance.
(b) The Lessee shall not affix any fixtures whatsoever or place any merchandise in the
Common Property or store any merchandise goods or articles in any air space above
the ceiling boards of the Demised Premises and will keep clean and free from dirt and
rubbish such part of the Common Property or any public footpath or way as
immediately adjoining the Demised Premises.
(c) The Lessee may house, store and/or stock in the Demised Premises only such goods,
wares and merchandise as the Lessee intends to offer for sale at retail in, at or from the
Demised Premises or as are necessary to supply service to customers.
(d) Combustible materials and substances which may give rise to smoke, fumes or
obnoxious smells, gases which are injurious to health and explosives of any nature
shall not be kept, stored or used in the Demised Premises and the Leased Premises.
8. Delivery of Goods
(a) The Lessee will use or permit to be used for the receipt, delivery or other movement of
any goods, wares or merchandise or article of bulk or quantity such parts of the
Demised Premises and the Common Property as the Lessor may from to time direct
and at such time as shall be prescribed by the Lessor.
(b) The Lessee shall not permit trade vehicles while being used for delivery and pick up
of merchandise to or from the Demised Premises to be driven, parked or stopped at
any place or time within the Leased Premises except within the loading dock of the
Leased Premises and except at such other place or places and at such time or times as
the Lessor may specifically allow and the Lessee shall prohibit its employees, service
suppliers and others over whom it may have control from parking delivery vehicles
during loading or unloading in any place other than the said loading dock or such
other places which the Lessor may from time to time allot for such purposes and from
obstructing in any manner howsoever the entrances exits and driveways in and to the
common parking areas and also the pedestrian footways in or to the Common
Property.
(c) The Lessee shall not use or permit to be used the said loading dock for storage of goods
or for any other purpose other than for the prompt loading and unloading of goods.
(d) Any conveyance of the Lessee’s goods in the Leased Premises shall be carried out via
the Leased Premises’ designated service lifts and/or service corridors during
Operation Hours of the Leased Premises or at other times stipulated by the Lessor from
time to time at its absolute discretion and not through any escalators or lifts of the
Leased Premises.

9. Floor Loading
(a) The prescribed weight for the floor loading capacity is as stated in Item 21 of the First
Schedule hereof.
(b) The Lessee shall not without the written approval of the Lessor bring or permit to
remain upon the Demised Premises or any part of the Leased Premises any item,
fitting, plant or equipment which might overload the structure of any part of the
Demised Premises or the Leased Premises or which might otherwise cause structural
stress or damage to the Demised Premises or the Leased Premises or which might cause
or contribute to or constitute a fire, hazard or other hazard to the health and safety of
any person or property or which might interfere with, overload or damage any services
or service systems. Any or all damage caused to the Leased Premises or the Demised
Premises or any part thereof by the Lessee or anyone on its behalf by taking in or
moving out any safe, items of machinery and equipment, furniture, goods or other
articles in the Leased Premises shall be made good by the Lessee failing which the
Lessor shall make good the same and the Lessee shall pay to the Lessor on demand the
amount of such cost incurred by the Lessor.
(c) The location and position of all iron or steel safes and other heavy machinery and
equipment within the Demised Premises is subject to the Lessor’s prior written
approval.
(d) The Lessee shall not without the prior written approval of the Lessor to suspend
anything from the ceiling of the Demised Premises.
(e) The Lessor may consult and obtain the advice of an engineer or architect or other
qualified person in relation to the loading proposed by the Lessee and the Lessee shall
repay to the Lessor on demand the fees of such engineer or other person. The decision
of such engineer, architect or qualified person shall be final, conclusive and binding
upon the Lessor.
10. Electrical and other Additions
(a) Not to install, fit, add, remove and/or vary any electrical sockets, plugs, power points,
electrical appliances, water, gas or electrical fixtures, equipment or appliances or any
apparatus for illuminating, air-conditioning cooling or ventilating and/or wiring
without the Lessor prior written consent PROVIDED ALWAYS that the Lessee shall be
responsible for obtaining all requisite consents from the appropriate Authorities for
the same. Upon seeking the Lessor’s consent, the Lessee shall deliver a certificate from
a qualified registered electrical engineer acceptable to the Lessor that such installation
fixing addition removal and/or variation shall not overload or cause damage to the
power supply or to any existing electrical installation and wiring in the Leased
Premises. The electrical installation and wiring has been designated to meet electrical
supply requirements allocated for the Demised Premises. The Lessee hereby covenants
not to do anything which may interfere with or imposes additional load on the heating
cooling and/or ventilation system of the Leased Premises.

(b) The Lessee shall not mark, paint or drill or in any way deface any walls, ceiling,
partitions, floors, wood or other surfaces of the Demised Premises.
11. Security of Demised Premises
(a) The Lessee will use its best endeavors to protect and keep safe the Demised Premises
and any property contained therein.
(b) The Lessor will provide keys for locks on doors or other openings of the Demised
Premises and the Lessee will return to the Lessor on the determination of the Lease
Agreement all such keys and shall not permit the same at any time to come into
possession or control of any person other than the Lessee its authorized servants or
agents.
(c) All doors, windows and other openings of the Demised Premises shall be securely
fastened on all occasions when the Demised Premises are left unoccupied and the
Lessor reserves the right by its agents, caretaker, employees, servants and workmen to
enter and fasten the same if left insecurely fastened.
(d) The Lessee shall not open any windows except for the purposes of cleaning and save
during breakdown of the air-conditioning plant.
(e) The Lessee shall be solely responsible for the Lessor’s fixtures and fittings in the
Demised Premises and to report to the Lessor any incident immediately affecting the
security of the Demised Premises.
(f) The Lessee shall not employ any security guards to guard the Demised Premises or
any part of the Leased Premises without the previous consent in writing of the Lessor.
In the event that the consent of the Lessor is given, the Lessee shall ensure that the
security guards are from a licensed security firm and shall comply with all directions,
rules and regulations laid down by the Lessor from time to time failing which the
Lessee shall on being instructed by the Lessor to do so, dismiss the security guards and
employ in their place guards acceptable to the Lessor. Notwithstanding the above, the
Lessor may instruct the Lessee to improve the services of the security guards if so
deemed necessary by the Lessor Provided that the Lessor shall not be liable for any act,
omission or negligence on the part of the security guard(s) so appointed.
(g) The Lessee shall permit the security guards employed by the Lessor to search all the
Lessee’s goods whether incoming or outgoing and whenever the Lessor shall deem fit.
12. Security and Fire Alarms
(a) The Lessee shall permit the duly authorized employees and agents of the Lessor to
enter the Demised Premises upon reasonable notice during the Operation Hours of the
Leased Premises accompanied by an employee of the Lessee for the purpose of
servicing and maintaining the intruder and fire alarm systems in the Leased Premises

provided that the Lessor shall cause as little disturbance as possible and shall make
good any damage to the Demised Premises caused by such entry.
(b) The Lessee shall permit the duly authorized employees and agents of the Lessor to
have such access to the Demised Premises as may be required in the event of an
intruder alarm call.
(c) The Lessee shall maintain repair and when necessary renew the intruder and fire alarm
and ancillary equipment installed in the Demised Premises.
(d) The Lessee shall not install or maintain in the Demised Premises any equipment or
apparatus which:
(i) is intended to be an extension of the intruder alarm or fire alarm systems and to
be connected to either such system other than such apparatus or equipment as is
compatible with the equipment of such systems and that has been approved by
the Lessor; or
(ii) which may affect the performance of the intruder alarm or fire alarm systems.
(e) The Lessee shall not make any connection to such systems without the prior written
approval of the Lessor.
13. Disposal of Waste/Rubbish
(a) The Lessee shall not place or leave in the entrances, stairways, corridors, passages, lifts
and all other parts of the Common Property any boxes, goods, items, rubbish or
otherwise encumber or obstruct the same.
(b) No rubbish or waste shall at any time be burnt upon the Demised Premises or the
Common Property or any part of the Leased Premises.
(c) The Lessee shall not allow any accumulation of rubbish in the Demised Premises and
shall ensure that any rubbish or waste from the Demised Premises are disposed of in
an orderly and proper manner or as directed by the Lessor.
(d) The Lessee shall participate in the waste and recycling programmes implemented by
the Lessor.
(e) The Lessee shall sort their own waste material by type in appropriate containers as
directed by the Lessor from time to time.
(f) The Lessee shall use the goods lift of the Leased Premises for the transportation of
properly packed garbage, rubbish or waste of whatever nature for the disposal at the
appropriate rubbish disposal bins or facilities provided by the Lessor Provided Always
that the disposal of such garbage, rubbish or waste shall only be carried out using the
dedicated route and schedule stipulated by the Lessor from time to time and during
the hours designated by the Lessor from time to time. Wet refuse (if any) shall be

removed from the Demised Premises daily to the designated garbage disposal point.
(g) The Lessee shall take all steps not to litter any parts of the Common Property in the
process of the disposal of such garbage rubbish or waste.
(h) The Lessee shall pay to the Lessor on demand all charges incurred by the Lessor by
reason of a breach of this covenant by the Lessee.
14. Air Conditioning/Air Circulating Plant
(a) Except with the prior written consent of the Lessor no air-conditioning or cooling units
or other methods of cooling (except that, if any, provided by the Lessor) shall be
installed or used in the Demised Premises. Where any plant, machinery or equipment
for cooling or circulating air (air-conditioning) is installed in the Leased Premises or
the Demised Premises with the consent of the Lessor the following provisions shall
apply:
(i) where air-conditioning is installed in or about the Demised Premises the Sub-
Lessee will to the extent of the Lessee’s control over the same at all times, use
and regulate the same to ensure that air-conditioning is employed to the best
advantage in the conditions from time to time prevailing and so that it is in
reasonable balance with conditions in the Common Property and shall at the
Lessee’s expense keep the air-conditioning in good repair and condition and
regularly serviced by the local agents of air-conditioning at least once a calendar
month;
(ii) the Lessor shall not be under any liability to the Lessee or to any other person
arising from any liability or failure on the part of the Lessor to operate or
maintain air-conditioning at any time or times for any reason whatsoever and to
the extent to which the Lessor has control over the same the use and operations
of air-conditioning shall at all times be at the discretion of the Lessor.
(b) The Lessee shall take such steps as may be necessary to prevent excessive infiltration
of air into the Demised Premises and air leakages and shall not do any act or thing
whereby the working of the air-conditioning plant in the Leased Premises shall be
affected.
15. Pest Control and Infectious Illness
(a) The Lessee shall ensure that no pets and/or animals shall be kept or brought into the
Demised Premises or the Leased Premises unless otherwise permitted by the Lessor in
writing.
(b) The Lessee will take all reasonable precautions to keep the Demised Premises free of
rodents, vermin, insects, pests, birds and animals, failing which it shall be lawful for
the Lessor to engage such firm of pest exterminators to carry out periodic inspections
of the Demised Premises and to take such steps and precautions as may be necessary
to rid the Demised Premises of such rodents, insects and pest at the costs and expenses
of the Lessee.

(c) In the event of any infectious illness occurring in the Demised Premises the Lessee shall
forthwith give notice thereof to the Lessor and to the proper public authorities and at
the expense of the Lessee will thoroughly fumigate and disinfect the Demised Premises
to the satisfaction of the Lessor and such public authorities and otherwise comply with
their reasonable and lawful requirements in regard to the same. The Lessee shall be
liable for the payment of any fines or penalties which may be imposed by such public
authorities.
16. Removal of Fittings, Furniture and Equipment
No fittings, machinery, equipment, safe or furniture shall be moved into or out of the Demised
Premises unless prior notice is given to the Lessor and the moving of the same must be done
under the supervision of a person nominated by the Lessor and at a time approved by the
Lessor.
17. Entry by Lessor
(a) The Lessee shall permit the Lessor, their agents or servants as and when the Lessor
deems necessary or desirable to enter upon the Demised Premises or any part thereof
for the purpose of: -
(i) viewing the condition of the Demised Premises, taking inventories of the
Lessor’s fixtures and fittings and attending to air-conditioning equipment;
(ii) making or carrying out repairs, renovations, maintenance, alterations or any

other work whatsoever to the Demised Premises or to any part thereof including
but not limited to structural alterations, conversions and improvements or other
works;
(iii) laying and fixing and leading through the Demised Premises all such wires and
cables for electricity and pipes for water, gas and sewerage as the Lessor may
from time to time require to be laid and fixed in and led through the Demised
Premises and for repairing, removing and replacing all or any of the said wires,
cables and pipes;
Provided Always that the Lessor shall except in the case of emergencies for the purpose
of protecting the safety of the Demised Premises and/or the Leased Premises give to
the Lessee reasonable notice of the intention of the Lessor, their agents or servants to
enter upon the Demised Premises and shall permit the Lessor, their agents or servants
to be accompanied by a representative of the Lessee.
18. Musical/Broadcasting Instrument
(a) The Lessee shall not bring or permit any person to play any musical instrument in or
about the Demised Premises except with the prior consent or approval of the Lessor. If
such consent is given, the Lessee shall not play music in the Demised Premises in a
loud manner so as to interfere with the business or music or public announcement

system of the Common Property or the Leased Premises.
(b) Except with the prior written consent of the Lessor, the Lessee shall not erect or place
within or outside of the Demised Premises any radio or television aerial or antenna or
any loudspeakers, screens or similar devices or equipment likely to be heard or seen or
experienced from outside the Demised Premises PROVIDED ALWAYS that any
consent given as aforesaid may at any time be withdrawn where the Lessor so
determines having regard to the interests of the Leased Premises as a whole and/or
the rights or interest of the other Lessee, occupiers or persons lawfully therein.
(c) The Lessee shall not install or use in or upon the Demised Premises any equipment or
apparatus which causes noise or vibration which can be heard or felt in, nearby or
outside the Demised Premises.
(d) The Lessee shall not use any form of strobe light (defined herein as strong continuously
flashing lights in the nature of a camera flash) or display any flashing lights in the
Demised Premises that can be seen from outside the Demised Premises nor to display
any other lighting arrangement that can be seen from outside the Demised Premises if
the Lessor shall in its absolute discretion consider such lighting to be undesirable and
shall give notice to the Lessee to that effect.
19. Lifts
(a) The Lessor shall not be under any liability to the Lessee or to any other person arising
from any inability or failure on the part of the Lessor to operate or maintain any lifts
or escalators installed in the Leased Premises at any time or times for any reason
whatsoever and to the extent to which the Lessor has control over the same..
(b) The Lessee shall not convey or carry goods and baggages in the passenger’s lifts or
escalators but shall convey or carry them in the designated service lifts. The Lessee
shall not cause any obstruction in the entrance, staircase, landings, corridors, passages
or other common part of the Mall when conveying such goods and baggages. Further
the Lessee shall not damage or deface or cause or permit an employee, agent or invitee
of the Lessee to damage or deface any part of the Mall, the Common Property,
passages, lifts or escalators, entrances, staircase, landings or other parts of the Mall
while moving any goods or other things whatsoever or by any means whatsoever and
shall forthwith repair and make good or pay the Lessor on demand the cost of making
good such damage or defacement
(c) The Lessee shall not deface or cause or permit any damage or deface any part of the
lifts or escalators passages, escalators, staircases, landings or other part of the Leased
Premises while moving any goods or other things whatsoever and shall forthwith
repair and make good such damage or defacement or pay the Lessor on demand the
costs of making good such damage and/or defacement.
(d) Any delivery or consignment of crates of goods in bulk having a dimensional height
of 1.83 m and 1m in width and weighing in excess of 907 kg which are to be transported
via the service/goods lifts and/or any other lifts designated by the Lessor pursuant to
rule 19 (b) above for the purpose of conveying or carrying goods and baggage shall be

carried out by the Lessee, its servants or agents only from the hours 10.00pm to 6.00am.
or such other hours as may be designated by the Lessor.
20. Store/Dangerous Materials
(a) The Lessee shall not use, permit or suffer to be used the Demised Premises as a store,
laboratory or workshop.
(b) The Lessee shall not use, permit or suffer to be used the Demised Premises or any part
of the Leased Premises as a store or area to keep or store any items in contravention of
any enactments, directives, rules and regulations currently enforced and/or
hereinafter enforced by the proper authorities or which will cause an increase in the
insurable risk of the Demised Premises or the Leased Premises. In particular, the Lessee
shall not keep or store or use or suffer to be kept or stored or used incense, joss sticks,
oil lamps, weapons, arms, ammunition, gunpowder, saltpetre, chemicals, kerosene
and/or any other combustible or inflammable substances or any substances which is
toxic, dangerous or harmful to the environment or may cause pollution, contamination
or otherwise causes damage in the Demised Premises or the Leased Premises.
21. Car Parks
(a) To park any motor vehicle belonging to or under the Lessee’s control at the owner’s
own risk in the car park only and not to create or cause any obstruction or impediment
to or prevent easy and convenient access to and exit from the Demised Premises or the
Leased Premises.
(b) Unless otherwise determined by the Lessor, no parking facilities in the Leased
Premises will be provided for the motor vehicles of the Lessee and its employees,
agents, servants and invitees and the Lessee and its employees, agents, servants and
invitees of the Lessee shall make its or their parking arrangements directly with the
Lessor or the company appointed by the Lessor to manage the Leased Premises’ car
park including the provision of a separate consideration as may be determined by the
Lessor or the said company.
22. Use of Car Parks and Common Property
Unless the same is under the control/management of the manager or car park operator
engaged by the Lessor:
(a) The car parks and/or Common Property shall at all times be and remain the property
of and in possession of the Lessor and the Lessor shall have discretion on the use of the
car parks and/or Common Property and any income derived therefrom shall be due
to the Lessor exclusively.
(b) The Lessor may at any time and in any manner levy whatever charges or fees as the
Lessor may deem fit with respect to the usage of the car parks, public toilets and any
other parts of the Common Property.
(c) The Lessor expressly reserves the right from time to time during the Term hereof to

erect, remove and re-erect kiosks and other structures in any part of the Common
Property (save in any part thereof which would interfere with access to the Demised
Premises) and to grant to any person the exclusive use of all or any part thereof for
such purposes for such periods and upon terms and conditions as the Lessor may in
its absolute discretion think fit.
(d) Notwithstanding anything herein contained or implied to the contrary the Lessor may
permit any person and/or organisation to hold any function or exhibition or display
any merchandise or organise any parade in any part or parts of the Common Property
at such times and upon such terms and conditions as the Lessor may in its absolute
discretion think fit but not so as to impede or interfere with access to the Demised
Premises. Any profits derived therefrom shall be for the absolute benefit of the Lessor.
(e) All the Common Property are subject at all times to the exclusive control and
management of the Lessor. The Lessor may at its sole discretion and at any time
establish, vary and enforce reasonable rules and regulations about them and the Lessee
agrees to comply with them.
23. Public Announcement System
The Lessor may (but shall not be compelled to) provide and install a public address system
throughout the Common Property or the Leased Premises or any part thereof including the
Demised Premises and may play relay or broadcast or permit any other person to play relay or
broadcast recorded music or public announcements thereon.
24. Use of the Leased Premises’ Facilities
The Lessee shall not use or permit nor suffer to be used any of the facilities in the Demised
Premises or the Common Property including but not limited to the lavatories, toilets, sinks,
drainage and other plumbing facilities for any purposes other than those for which they were
constructed or provided for and shall not deposit or permit to be deposited therein any
sweepings, rubbish or other matter and any damage thereto caused by misuse shall be made
good by the Lessee forthwith.
25. Opening and Closing of the Leased Premises
(a) The Lessor shall be entitled to close the Leased Premises and the Common Property or
any part thereof and to prevent and prohibit any person (including the Lessee) from
entering or remaining thereon outside the Operation Hours of the Leased Premises.
Without affecting the generality of the preceding provision of this rule the Lessor may
close, lock-off or otherwise control the Common Property or any part thereof from time
to time and may take all such actions as the Lessor deems necessary for the purposes
aforesaid and in particular may prohibit the use of the parking area in the Leased
Premises prior to the hour of 9.00 a.m. or such earlier hour as the Lessor may from time
to time determine to prevent unauthorised persons not intending to conduct business
with or become customers of any of the occupants of the Leased Premises from using
the parking areas of the Leased Premises for private or other purpose.

(b) The Demised Premises shall not be or remain open for business at or during any time
or times prohibited by law for that class of premises or the business carried on therein.
(c) The Lessee shall abide with any decision of the Lessor to close the Leased Premises
when necessary for any event or for emergency for a certain period of time as specified
by the Lessor from time to time and the Lessor’s decision shall be final and binding on
the Lessee. In the event the Lessee shall commit a breach of this rule, the Lessor shall
not be liable for any loss, damage or injury suffered by the Lessee in relation to the
Lessee’s business assets or person or any invitee, agent, licensee or servants of the
Lessee as a result of the Lessee’s failure to abide with the Lessor’s decision.
26. Operation Hours
(a) The Lessee shall keep the Demised Premises open for business during such hours as
the Lessor shall from time to time prescribe as the usual operation hours of the Leased
Premises and conduct the Lessee business therein at all times in good faith and in
accordance with the best methods and in a reputable manner and not commit or suffer
or permit to be committed any illegal or unlawful act on the Demised Premises.
(b) The Lessee shall obtain the Lessor prior written consent if the Lessee wishes to open
the Demised Premises for business outside the Operation Hours of the Leased Premises
provided that the Lessee shall pay, within seven (7) days of notice from Lessor, all costs
occasioned by such additional hours including:
(i) air-conditioning and maintenance;
(ii) overtime and for any additional staff required for the security of the Leased
Premises or for any other reason;
(iii) cleaning of the Common Property; and
(iv) any other activity reasonably necessary for the operation of the Leased Premises.
27. Damage to Common Property
Not to obstruct, damage, mark, deface or allow to be obstructed, damaged, marked or defaced
the various entrances, stairways, corridors, passages, lifts, escalators and all other parts of the
Common Property as well as any other part of the Leased Premises. In the event that there is
obstruction, damage, marking or defacement caused by the Lessee, the Lessee shall forthwith
notify the Lessor of the same and at the Lessor’s written request immediately remedy such
obstruction, damage, marking or defacement, failing which the Lessor may carry out the
necessary works to make good the same and the costs and expenses incurred shall be a debt
due from the Lessee to the Lessor and shall on demand be paid forthwith.
28. Lessee’s Contact Person & Address
The Lessee shall in writing advise the Lessor of the private address and telephone numbers of
the Lessee or if the Lessee shall be a corporation, of the, manager thereof, or if there shall be
more than one Lessee, of any two of them. The Lessor shall be promptly informed of any change

in any such address and telephone number.
29. Obstruction of Common Property, Sky Lights
(a) The Lessee shall not at any time in any way cover or obstruct any of the walkways,
pavement, entrances, passages, courts, corridors, service-ways, vestibules, halls, roads,
docks, stairways, elevators, hoists, escalators, fire or escape doors or other parts of the
Common Property or part thereof or any appurtenances or conveniences thereto.
(b) The Lessee shall not in any way cover or obstruct in part or in whole any lights, sky-
lights, windows or other means of illuminators of the Common Property or of the
Leased Premises generally.
30. Soliciting of Business in Common Property or Parking Areas
The Lessee shall not by its employees or agents solicit business in the parking or the Common
Property, nor distribute pamphlets or other advertising matter in or on motor or other vehicles,
nor display advertising material generally except in such manner and under such conditions
as may be approved from time to time by the Lessor.
31. No Illegal Employees
Not to hire or employ persons who are in the country illegally, who are prohibited from
working in Kingdom of Cambodia or being required, are not in possession of a work permit.
In the event of default by the Lessee, the Lessee shall be sole responsible with authorities and
bare no responsible to Lessor.
32. Fire Regulations and Equipment
The Lessee shall at its own cost and expense provide and install fire extinguishers at the
Demised Premises and such fire extinguishers shall be maintained in accordance with the
requirement of the fire department of Kingdom of Cambodia.
33. Agreements with Third Party
The Lessee hereby acknowledges and agrees that it shall not involve the Lessor in any
agreements entered into by the Lessee with any third party in respect of any supply of goods
or services to the Demised Premises.
34. Compliance with Welfare Regulations
The Lessee shall comply with the provisions for the health, safety and welfare of persons
employed to work in the Demised Premises laid down by any law in force and any regulations
thereunder for the time being in force.
35. Intellectual Property Rights
(a) The Lessee shall not bring into or use in any part of the Demised Premises or the Mall,
any goods prohibited for import and domestic sales, goods infringing any trademarks,

copyrights, patent rights or other intellectual property rights of any person or party.
(b) The Lessee shall within Seven (07) days of the receipt of any infringement notice by
any party and/or by or on behalf of any Authorities, give full particulars to the Lessor
of any notice or proposal for a notice or order or proposal for an order, given, issued
or made to the Lessee in respect of the Demised Premises and if so required by the
Lessor without delay and within the period prescribed by such notice, order or
proposal take all reasonable steps to comply with the provisions of the same unless
otherwise instructed by the Lessor and shall also at the request of the Lessor and at its
own cost make or join with the Lessor in making such objection or objections or
representation against or in respect of such a notice or proposal as the Lessor shall
deem expedient.
36. Usage of the Name, Picture or Likeness of the Mall/Leased Premised
The Lessee shall not without the Lessor’s prior written consent, use the wordings or name of
“Chip Mong Shopping Mall” or any name or picture or likeness of the Mall or the Leased
Premises or the Demised Premises in his registered or trading name or any material for any
advertising or purpose other than the address and place of business of the Lessee. If the Lessee’s
registered name or the trading name shall include the wordings of “ ” or the title of the
Lessor, the Lessee will upon the expiration or sooner determination of business using such
name if it is registered under the applicable law or if the Lessee is a company and the name of
the company includes the said name or title such name or title shall be removed from the name
of the company.
37. Nuisance
The Lessee shall not do or permit to be done upon the Demised Premises anything which in
the opinion of the Lessor may be a nuisance or annoyance to or in any way interfere with the
quiet and comfort of the other occupants of the Mall or adjoining building. Upon notice by the
Lessor to abate such nuisance, the Lessee shall take all reasonable steps to abate such nuisance
accordingly.
38. Cooking
The Lessee shall not use the Demised Premises or any part thereof or permit the same to be
used for the cooking or the preparation of food EXCEPT where the Lessee is using the Demised
Premises for the sole purpose of operating as a food and beverage establishment or a restaurant
or an eatery. The Lessee shall also not allow any food hawkers into the Demised Premises
and/or any part of the Leased Premises and any personal consumption of food by the
employees of the Lessee in the Demised Premises shall be in accordance with the Rules &
Regulations.
39. Bicycle, Etc., Parking
No bicycles, motorcycles, motor scooters or any form of riding machines of a similar nature
belonging to or under the control of the Lessee or his servants or agents shall be parked in the
passage or any part of the Leased Premises.

40. Noxious Dangerous or Hazardous Goods
The Lessee shall not store or bring into or to be stored or brought into the Demised Premises
or any part of the Mall arms, ammunition or unlawful goods, gunpowder, salt petre, kerosene
or any explosive or combustible substances or any goods which in the opinion of the Lessor are
of a noxious or hazardous nature.
41. Use of Amounting to Pollution
The Lessee shall not allow the Demised Premises or any part thereof to be used for the carrying
on of any business which causes the accumulation of dirt, rubbish or debris of any sort in or
outside the Demised Premises or which causes unreasonable amount of noise of which in the
opinion of the Lessor is undesirable or unsuitable for the Demised Premises or for the other
lessees or occupiers of the Mall and not to place or leave in the entrance or stairways, passages
or corridors of the Mall any boxes or rubbish or otherwise encumber the same.
42. Animals/Pets
The Lessee shall ensure that no pets and/or animals shall be kept and/or brought into the
Demised Premises except where the permitted use of the Demised Premises by the Lessor is
for the operation of a pet-shop or pet related services.
43. Delivery of Special Consignment or Crates of Goods
Any delivery of consignment or crates of goods in bulk shall be carried out by the Lessee, their
servants or agents only from the hours of 10.00 p.m to 6.00 a.m in the Leased Premises or such
other hours as may be designated by the Lessor. The dimension and weight shall follow the
delivery lift specifications.
44. Cleaning and Securing of Demised Premises
(1) The Lessee shall keep the Demised Premises clean and be responsible for the locking and
securing of the doors and windows of the Demised Premises at all times and when the same is
unattended. The Lessee shall not open any of the windows of the Demised Premises save when
the air-conditioning plant is not working.
(2) In the event the Lessee engages any independent contractor to clean the Demised Premises, the
Lessee shall obtain the approval of the Lessor prior to such engagement and the Lessor shall be
at liberty to approve the appointment of the sub-contractor subject to such conditions as they
think fit.
45. Upkeep of Toilets/Tea Rooms/pantry room
In the event the Lessee has sole occupation of the whole floor the Lessee shall be responsible for the
cleaning and maintenance of the toilets, pantry room and other amenities on that floor.

SIXTH SCHEDULE
Lessee’s Sale Cash Deposit Procedure (“Procedure”)
The Lessee’s Sale Cash Deposit Procedure, hereinafter referred to as the “Procedure”, is prepared by
CHIP MONG RETAIL CO., LTD. (“CMRT”) to assist all Lessees at Chip Mong 271 Mega Mall in
complying with Lessee’s Sale Cash Deposit obligation based on Lease Agreement (“Agreement”). Any
mater not stipulated herein shall be settled and informed each time by the Lessor.
Section 1 Opening Bank Account & QR Code
(1) At least 2 weeks before Lessee Commencement Business, the Lessee shall open 2 Chip Mong
Commercial Bank (CMCB) accounts for both USD and KHR to pay Rent and other expenses to
CMRT.
(2) The Lessee shall apply for QR Code of CMCB and place it at sale counter. All Food and
Beverage (F&B) Lessees shall have QR code of CMCB on their sale receipt for customers
convenience payment.
Section 2 Daily Deposit & Require Documents
(1) The Lessees shall deposit their daily sale deposit into their bank account at Chip Mong
Commercial Bank PLC (“CMCB”) ATM or Express Counter no later than 10pm of each business
day or before 10 am of following day by the Lessee.
(2) The Lessee shall submit required documents below to CMRT daily no later than 10am the
following day:
a. Hard copy of Bank Slip of sale cash deposited amount in USD and KHR.
b. Hard copy of Receipts of all payment modes with Summary, except for cash method.
In case of inaccuracy, CMRT will check with Lessee for verification.
Section 3 Daily Records
(1) Lessee must issue a receipt with serially numbered for each transaction to each customer.
(2) Lessee must enter and record each transaction into the POS system integration with Lessor’s
server or any other monitoring system implemented by the Lessor for purpose of monitoring
the Daily Sales.
(3) The data entry into the POS system shall be conducted based on the fact each time the
transaction occurred. For the accurate comprehension of the transaction amount and
classification, the recording shall be as follows.
a. the classification of the sales which is cash, credit card and other payment modes,
classification of returning or cancelling shall be registered for each transaction. The
indication of VAT, tax inclusive amount or tax exclusive amount, shall be chosen by
Lessee.
b. Lessee shall provide the receipt to every customer regardless of all payment modes.
c. In the case of incorrect data entry, Lessee shall re-enter the fair amount after the
correction or cancellation of the data. The incorrect receipt and corrected receipt shall
be submitted to CMRT office.
d. In the case of the refund due to the returning goods, the refund amount shall be paid
at the POS. Lessee shall collect the former receipt from the customer and such receipt
shall be submitted to CMRT office.

e. Any sale generated from Lessee’s business at or from Demised Premised including
Online sale shall be recorded as Sales.
f. Handling of Coupons:
i. The Coupons shall be corresponding to any vouchers including, but not
limited to, cash vouchers and discount tickets, and shall be based on the
Cambodian laws. In the case that Lessee use such Coupons, Lessee shall obtain
the prior consent of CMRT. If CMRT regards such coupons as equivalent to
cash, Lessee shall record and register such coupons to be included in Sales.
ii. If Lessee uses Coupons without prior application to CMRT or approval of
CMRT, Lessee shall register all the revenue from unapproved coupon as Total
Revenues in a lump sum.
(4) Lessee shall keep full business records.
(5) CMRT may at any time in business hours inspect or cause an auditor to inspect the Daily Sales
Records. If Lessee refuses to cooperate in such inspection and any extra CMRT’s expenses are
caused by Lessee, CMRT shall be entitled to invoice such expense to Lessee.
Section 4 POS System
(1) Lessee shall verify the condition of the receipt and the ink before the store opening time every
day and shall have the POS system fully operational at least fifteen (15) minutes before the store
opening time.
(2) Lessee shall close an account once a day after Business Hours, after verifying that all the
customers left the store.
(3) Lessee can use other hardware and software which can show all the items specified by CMRT.
For the avoidance of doubt, in any of these cases, CMRT’s network infrastructure must be used.
And Lessee shall comply with Section 3.38 (Point of Sales System) of the Lease Agreement.
(4) Lessee shall enter the data of its daily sales into the device for reporting of Sales. POS system’s
items to be reported as below:
Item Remarks
(a) Gross sales (Including Taxes) Daily total sale amount which the Lessee
generated through its business operation at the
Demised Premises
(b) Cash Sales Total amount of transactions of the day paid by
cash
(c) Credit Sales Total amount of transactions of the day paid by
credit cards
(d) Number of Slips of Credit Cards The number of transactions paid by credit cards
(e) Sales by Other Means Total amount of transactions of the day paid by
means other than cash and credit cards, such as
vouchers
(f) Total Revenues Total sale amount after subtraction of VAT and
other Taxes
(g) Number of Customers The number of customers for sales transaction of
the day
(h) Transaction Number The number indicated on the receipt
(i) Deposit Amount (USD) The same amount as the amount written on the
Deposit Voucher
(j) Deposit Amount (KHR) The same amount as the amount written on the
deposit Voucher
(k) Exchange rate The value of one currency for the purpose of
conversion.

(5) Lessee shall submit the receipt printed out from POS system on daily closure of an account, the
slips of credit cards and all payment modes, Receipt of Refund and Returning Goods, original
tickets of Coupon to CMRT office after the Business Hours. The Original tickets of Coupon
shall be returned to the Lessee after the check by the CMRT.
(6) If Lessee convert from USD to Cambodia Riel and vice versa for sales report to Lessor, Lessee
shall use the same conversion rate that the Lessee applied to the customer.
Section 5 Billing, Payment of the Rent and the other charges
(1) Lessee hereby agrees to authorize the Lessor to freeze the Lessee’s sale cash deposit with
minimum of one (1) monthly rent and to allow Lessor to automatically deduct the balance from
the Lessee’s Bank Account for payment of rental and other outstanding (If any).
(2) Lessee shall instruct and authorize CMCB to auto deduct the money from Lessee’s account at
CMCB for payment of the Rent, Service Charge, Advertising & Promotion Fee, Utility charges,
other charges to CMRT after received invoice from CMRT. If amount of the Lessee’s balance is
less than the sum of total owed to CMRT, Lessee shall elect:
a. Lessee shall deposit enough the balance proportional with outstanding amount upon
notice from CMRT.
b. Lessee can pay the outstanding amount directly to the CMRT account before due date.
(3) CMRT shall issue the invoice for the Rent and other expenses to Lessee latest on 7th working
days of each month and payment due date shall be 7 days after invoice date.
(4) CMRT shall regards a period from the 1st day to the last day as month and Cut- off date shall
be the last day of each month.
Section 6 Exchange Rate:
(1) Lessee shall post or display of USD/KHR conversion rate near the POS system so as to the
customers can easily notice.
Section 7 Revisions
CMRT shall entitle to revise this procedure of Sale Cash Deposit on its sole discretion of CMRT. In such
case, CMRT shall issue “notice of change or amend of process and procedure of Sale Case Deposit”
prior to Lessee.

SEVENTH SCHEDULE
NO SPECIAL TERMS & CONDITIONS

ANNEXURE A
FLOOR PLAN

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LEASE AGREEMENT

CHIP MONG RETAIL CO., LTD.

SS BRANDSHOP CO., LTD

CHIP MONG 271 MEGA MALL

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SS BRANDSHOP CO., LTD. (hereinafter referred to as “LESSEE”), a company incorporated under

NOW THIS AGREEMENT WITNESSETH as follows:

SECTION 1.1 DEFINITIONS

“Agreement” means this agreement and includes all annexures, appendices,

“Authorities” means any national, state, local, provincial or municipal

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“Utilities” means water, gas, electricity, telecommunication, sewerage, chilled

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SECTION 1.2 INTERPRETATION

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SECTION 2.1 AGREEMENT TO LET

SECTION 2.2 HANDOVER FOR FIT OUT WORKS

(3) In the event that:

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SECTION 2.3 DEPOSITS GENERALLY

SECTION 2.4 MAINTENANCE & TRANSFER OF DEPOSITS

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SECTION 2.5 REFUND OF DEPOSITS

SECTION 2.6 SECURITY DEPOSIT

SECTION 2.7 UTILITIES DEPOSIT

SECTION 2.8 FIT OUT DEPOSIT

SECTION 2.9 RESTORATION DEPOSIT

SECTION 2.10 FORFEITURE OF DEPOSITS

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SECTION 2.12 SERVICE CHARGE

SECTION 2.13 ADVERTISING AND PROMOTION FEE

SECTION 3.1 COMMENCEMENT OF BUSINESS

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SECTION 3.2 PAYMENT OF CHARGES FOR UTILITIES

SECTION 3.3 UPKEEP AND MAINTENANCE OF DEMISED PREMISES

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SECTION 3.5 INJURY TO PERSON

SECTION 3.6 USE OF THE DEMISED PREMISES

SECTION 3.7 ACTS AFFECTING INSURANCE RISKS

SECTION 3.8 COVENANT NOT TO AFFECT INTEREST OF LESSOR

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SECTION 3.9 COVENANT TO MAINTAIN STANDARD

SECTION 3.11 RESTRICTION AGAINST ALTERATIONS OR RENOVATIONS

SECTION 3.12 THE PROMOTION OF THE LEASED PREMISES

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SECTION 3.13 COMMON PROPERTY

SECTION 3.14 NOT TO ASSIGN OR UNDERLET ETC.

SECTION 3.15 TO COMPLY WITH THE LAW

SECTION 3.16 TAXES

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SECTION 3.17 COVENANT TO OBTAIN LICENCES

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SECTION 3.18 COMPLIANCE WITH WELFARE REGULATIONS

SECTION 3.19 LESSEE’S INSURANCE

(e) any other risk as the Lessee may require;

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SECTION 3.20 DAMAGE TO THE COMMON PROPERTY, COMPLEX OR DEMISED

SECTION 3.21 COVENANT TO PAY COST OF REPLACEMENT OF ELECTRICAL FITTINGS

SECTION 3.22 COVENANT TO REFURBISH & UPGRADE