Exhibit
10.1


 


KINGDOM OF CAMBODIA


Nation  Religion 
King


 


LAND SALE &
PURCHASE AGREEMENT


 


This
Land Sale & Purchase Agreement (“Agreement”) is
made on this
              
day of
            , 2010,
by and between:


 




	
  SELLER:

  	
   

  	
  Mr. VAR Chhouda, a Cambodian
  citizen holding Cambodian Identification Card No. 010055664, issued on
  July 31, 2001, residing at No. 36Z, Phum 3, Sangkat Chroy Changvar,
  Khan Russey Keo, Phnom Penh, Cambodia; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mrs. ROEUNG Poau Youlen, a Cambodian
  citizen holding Cambodian Identification Card No. 010055665, issued on
  July 31, 2001, residing at No. 36Z, Phum 3, Sangkat Chroy Changvar,
  Khan Russey Keo, Phnom Penh, Cambodia, (Collectively the “Seller”);
  and

  
	
   

  	
   

  	
   

  
	
  BUYER:

  	
   

  	
  DREAMWORLD (TAKEO) HOLDING INVESTMENT HOLDING
  LIMITED, a limited liability
  company incorporated under the laws of the Kingdom of Cambodia on
  May 19, 2010, Registration No. Co.0989KH/2010, having its
  registered address at No. 7E Mao Tse Toung Boulevard, Sangkat Boeng
  Keng Kang 1, Khan Chamcarmon, Phnom Penh, Kingdom of Cambodia, represented by its authorized director Mr. CHUNG Yuk Man, a Chinese
  citizen, holding Chinese passport number H90130531 issued on March 6,
  2002, residing at Flat B, 30/F, Tower 3, Tregunter, 14 Tregunter Path,
  Mid-levels, Hong Kong, (Respectively the “Buyer” and the
  “Representative of the Buyer”).

  






 


Seller and Buyer may herein be individually referred to as “Party” or collectively as the “Parties”.


 


Recitals


 


WHEREAS Seller is the owner of land, and any buildings or
structures thereon, located at Phum Phsar, Phnom Din, Srok Kirivong, Takeo
Province, Kingdom of Cambodia, which is currently registered under two (2) Certificates
of Title issued on August 1st, 2003 by the Department of Land Management Urban
Planning Construction and Cadastre, with Certificate of Title No. TK002863
(AIII0042) having a total flat land area of 26,235 (Twenty Six Thousand Two
Hundred Thirty Five) square meters (the “First Land”),
and with Certificate of Title No. TK002862 (AIII0041) having a
total flat land area of 30,531 (Thirty Thousand Five Hundred and Thirty One)
square meters (the “Second Land”),
as fully identified by copies of the Certificates of Title attached hereto in
Annex A.


 


WHEREAS Buyer intends to become the owner of the entire
First Land, and a portion divided and split off from the Second Land which
neighbors the First Land and has a flat land area of 3,765 (Three Thousand
Seven Hundred and Sixty Five) square meters, as identified by a copy of map
attached hereto as Annex B (the “Split Land”),
such that the Buyer intends to become the owner land with a total flat land
area of 30,000 (Thirty Thousand) contiguous square meters (the “Land”).


 


WHEREAS Seller wishes to sell the Land to Buyer and Buyer
wishes to purchase the Land from Seller.


 


Agreement


 


1.             Purchase of the Land.  Buyer agrees to purchase from Seller and
Seller agrees to sell the Land to Buyer in accordance with the provisions of
this Agreement.


 

















 


2.             Purchase Price and Terms of Payment.  The purchase price of the
Land is US$1,760,000 (One Million Seven Hundred
Sixty Thousand United States Dollars) on the basis that the
size of the Land is 30,000  (Thirty
Thousand) square meters (the “Purchase Price”).
The Purchase Price includes any processing fees, any transfer tax, unused land
tax and any other taxes or related fees for the transfer of the Land, which
shall be borne solely by the Seller. The Purchase Price shall be paid to Seller
as follows:


 


2.1           First Deposit.  The Buyer hereby acknowledges having already
paid to the Seller a fully refundable deposit in the amount of US$350,000 (Three Hundred Fifty Thousand United States
Dollars) on April 28, 2010 (the “First  Deposit”) and the receipt of which is hereby acknowledged by
the Seller.


 


2.2           Second deposit. Upon execution
of this Agreement, Buyer shall pay to Seller by cheque a further fully
refundable deposit in the amount of US$500,000
(Five Hundred Thousand United States Dollars) (the “Second
Deposit”), the receipt of which is hereby acknowledged by the Seller
(The First Deposit and the Second Deposit are collectively referred to as “Deposit”). After the execution of this Agreement by both
Parties, the Seller shall proceed with the preparation and submission of all
necessary documents to the relevant land authorities (the “Land Office”)
in order to effectuate (i) the division of the Second Land and issuance of
a valid Certificate of Title to the Split Land, and  (ii) the transfer of the Certificates of
Title to the First Land and Split Land under the name of the Buyer, including
preparation and submission of the Vente Definitive and any other documentation
required by the Land Office (collectively the “Transfer
Documents”), to Buyer’s sole and entire satisfaction and in
accordance with Clauses 4.2, 4.3 and 4.7.


 


2.3           Balance Payment. Buyer shall
pay Seller US$910,000 (Nine Hundred and Ten
Thousand United States Dollars) representing the balance of the Purchase Price
(the “Balance Payment”) by cheque on the day
of delivery to Buyer of the original Certificates of Title for the Land in the
name of Buyer and upon completion of the Balance Payment Conditions set out in
Clause 3 and of Seller’s obligations in Clause 4 at Buyer’s sole and entire
satisfaction.


 


3.     Balance Payment Conditions and
Purchase Date.


 


3.1.          The Purchase Date of the
Land shall occur on the date the Balance Payment is made to Seller, provided
Seller’s obligations under Clause 4 have been fulfilled and the following
documents or evidence have been provided to Buyer and verified and accepted by
Buyer, at Buyer’s sole and entire satisfaction, and in accordance to the
provisions of Clause 3.2 (the “Purchase Date”):


 


(a)   The original Certificates of Title to the First Land
and Split Land issued by the Land Office in the name of Buyer, obtained from
the Land Office by Buyer’s designated legal adviser, and clear from any liens,
encumbrances, restrictions, mortgages, court orders, ongoing or pending
disputes, other third party rights (including leases) or claims;


 


(b)   The original Vente Definitive and any other original
documents evidencing the payment of all taxes and processing fees has been paid
by Seller for the transfer of the Land to Buyer which are detailed in Clause
5.5;


 


(c)   Any other documents related to the Land or to its
transfer to Buyer, including those described in Clause 4.2 and 4.7; and


 


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(d)   Any other approvals, documents or information
related to Seller’s Promises and Guarantees under Clause 6 of this Agreement;


 


(Collectively, the “Balance
Payment Conditions’’)


 


3.2.          Prior to the completion of
all the Balance Payment Conditions, Seller shall send any originals or
photocopies of the original documents required in Clause 3.1. to Buyer’s
designated legal adviser, at No 33, Street 294 (Corner Street 29), Sangkat Tonle Bassac,
Khan Chamkarmon, (PO Box 7), Phnom Penh, Cambodia  (Attention:  Mr. 
Frédéric Viou). Upon verification, if all the documents required to
be provided to Buyer under the Balance Payment Conditions have been accepted by
Buyer at Buyer’s sole and entire satisfaction, and if Seller has complied with
all of its obligations, promises or guarantees under this Agreement, Buyer
shall then make the Balance Payment by cheque to Seller, upon the Buyer is
provided with the original documents listed in Clause 3.1.


 


3.3.          Seller agrees that it will
fulfill its obligations under Clauses 3.1., 3.2., and 4 or its promises and
guarantees under Clause 6, with a view to procure that the Purchase Date occurs
on or before August 9, 2010 (representing a period of 80 (Eighty) calendar
days from the date of signing this Agreement). In the event Seller fails to
fulfill the said obligations within the said 80 (Eighty) calendar day period,
then Buyer may agree to extend the deadline for Seller to reach the Purchase
Date or terminate this Agreement at Buyer’s sole discretion by notice in
writing to Seller. In the event that this Agreement is terminated by Buyer in
accordance with this Clause for reason that Seller fails to fulfill its
obligations, promises or guarantees, the Deposit made (as set forth in Clause
2.1 above) shall be refunded to Buyer by Seller within 10 (Ten) calendar days
in accordance with the terms of Clause 9.


 


3.4.          On the Purchase Date, Buyer
and Seller will meet at the office of Buyer’s designated legal adviser at the
address as stated in Clause 3.2 above, in order to verify the Balance Payment
Conditions are satisfied to Buyer’s sole and entire satisfaction, in which case
the Balance Payment shall be made to Seller.


 


4.             Seller’s Obligations Before
Purchase Date. Within 80 (Eighty) calendar days from the date of
signing this Agreement, Seller shall:


 


4.1.          Provide the original
Certificates of Title to the First Land and the Second Land to Buyer upon
execution of this Agreement and of the Vente Definitive, which Certificates of
Title shall be kept in the possession of Buyer’s designated legal adviser until
submission to the relevant land office for registration of the Certificates of
Title to the First Land and the Split Land in the name of Buyer, or
alternatively, until valid termination of this Agreement is made pursuant to
Clause 9 and the Deposit paid pursuant to Clause 2.1 is refunded in full to
Buyer in accordance with Clause 9.


 


4.2.         In the presence of the
relevant Cambodian officials and at Buyer’s sole and entire satisfaction,
execute the Vente Definitive, and execute any other documents and obtain any
other necessary approvals related to the transfer of the Land. In particular,
Seller shall obtain, and cooperate with Buyer fully in taking all necessary
actions to obtain, a court order to recognize the heirs to the Land and approve
the transfer of the Land to Buyer should such court order be required by the
relevant Cambodian land office, Seller shall also obtain,  and cooperate with Buyer fully in taking all
necessary actions to obtain, any Family Council and/or Sangkat approvals 


 


3

















 


or certifications, or any other documents related to recognizing the
heirs to the Land and required by the relevant Cambodian land office.  All costs and fees related to the foregoing, including
court and Sangkat certification fees and costs shall be for the sole account of
Seller. Seller shall provide all such required documents to Buyer’s designated
legal adviser to submit to the Land Office in order to effectuate the transfer.


 


4.3.          Fulfill the Balance Payment
Conditions and perform all acts required to assist Buyer and the legal adviser
of Buyer to procure registration with all required Cambodian governmental
bodies of a valid and lawful Certificates of Title to the First Land and the
Split Land in the name of Buyer, which Certificates of Title shall be clear
from any liens, encumbrances, restrictions, mortgages, court orders, ongoing or
pending disputes, other third party rights (including leases) or claims. Seller
hereby agrees to allow the legal adviser designated by Buyer to perform the
registration of the Certificates of Title to the First Land and the Split Land
in the name of Buyer, including submitting to and receiving from the relevant
land office all original transfer documents, any other documents that may be
required in accordance with Clause 4.2, and the relevant Certificates of Title.


 


4.4.          Ensure that the Land is
vacant and available for the exclusive use and possession of Buyer, and that
there are no occupants on the Land on the Purchase Date. Any claims for
compensation by any occupants of the Land are the full and final responsibility
of Seller. Buyer has no responsibility or liability for any claims for
compensation, relocation or housing for previous occupants of the Land.


 


4.5.          Ensure that all access ways
to the Land are available for use by Buyer and that Buyer has access to the
Land itself.


 


4.6.          Ensure the Land is
maintained in its present condition from the date of execution of this Agreement
to the time of the Purchase Date, including, but not limited to, ensuring that
no plants, shrubs, bushes, or trees are cut, cleared or removed from the Land,
and that no soil, sand or other earth is removed from the Land after execution
of this Agreement and until the Land is transferred to the name of Buyer


 


4.7.          Pay all appropriate taxes or
fees for filing and submitting the Land transfer, including all stamp and
registration taxes, transfer fees, transfer tax, and unused land tax.


 


5.             Buyer’s Obligations Before Purchase Date.  Within 80
(Eighty) calendar days from the date of signing this Agreement, Buyer shall:


 


Buyer
shall use its reasonable endeavours to cooperate with Seller in order to
effectuate the completion of all the Balance Payment Conditions.


 


5.1.          Thumbprint the Vente
Definitive and any other documents necessary to cooperate with Seller in order
to request the transfer of the Land to Buyer.


 


5.2.          Upon execution of the Vente
Definitive, take all appropriate and reasonable actions to register the
Certificates of Title to the First Land and the Split Land in the name of
Buyer, including submitting to and receiving from the Land Office all original
transfer documents and the Certificates of Title.


 


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6.             Seller’s Promises and
Guarantees.  Seller
promises, guarantees and warrants that as of the date of the Agreement and up
to and including the Purchase Date (unless otherwise specified in the
particular promise, guarantee or warranty below):


 


6.1.          Until the time when the
Certificates of Title to the First Land and the Split Land are registered in
Buyer’s name by the Land Office and/or the relevant Cambodian authorities,
Seller is the sole legal possessor and sole legal owner of the Land. No other
person or entity has any ownership or leasehold interest of any kind in the
Land.


 


6.2.          There are no liens, encumbrances, restrictions,
mortgages, court orders, ongoing or pending disputes, other third party rights
(including leases) or claims with regard to the Land.


 


6.3.          Seller is not aware of any defects with regard to
the Land.


 


6.4.          Seller has not entered into any agreement to provide
rights to third parties on the Land.


 


6.5.          Seller has not made an application for a
construction permit which has been refused.


 


6.6.          Without prejudice to Seller’s guarantees and
warrants under Clauses 6.1, 6.2 and 6.4 above, Seller confirms that it has
disclosed to Buyer prior to the entering of this Agreement, all documents and
information related to the Land, including any documents showing any third
party rights with regard to the Land, such as any security interests,
mortgages, tax assessments, charges, pledges, encumbrances, easements, rights
of way over the Land, or other third party rights (including leases) or claims.


 


6.7.          If applicable, Seller has paid to the relevant
government authorities all taxes and fees arising from prior ownership,
occupation or prior leasing of the Land, which arose on or before the Purchase
Date. All taxes and fees related to the transfer of the Land are for the sole
account of Seller as detailed in Clause 2.


 


6.8         Seller shall
not dispute or hinder in any way the return to Buyer of the Deposit made in the
event of termination of this Agreement in accordance with its terms.


 


6.9         Seller warrants
that the entire Land which is subject to this Agreement can be used by Buyer
for any purpose intended or desired by Buyer.


 


6.10       The Land, including the
subsoil and earth below the Land is free from pollution, Unexploded Ordinance
(UXO), hazardous waste and other environmental damage at the time of execution
of this Agreement and the Land has not been used for the handling, treatment,
storage or disposal of any hazardous or toxic substance at any time that Seller
has been the owner of the Land.


 


7.             Buyer’s Promises and Guarantees.  Buyer promises, guarantees and warrants that
as of date of signing this Agreement Buyer and the Representative of the Buyer
have legal capacity to enter into this Agreement.


 


8.             Possession and Access.  Buyer shall be entitled to exclusive
possession of the Land immediately on the Purchase Date. From the date of
execution of this Agreement, Buyer


 


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shall be allowed reasonable access to the Land for the purpose of
inspection, surveying, measuring, marking boundaries and other purposes for
conducting due diligence on the Land.


 


9.             Termination and Default.


 


9.1.          If Seller fails to perform
any of its obligations, guarantees or promises under this Agreement  at Buyer’s sole and entire
satisfaction  within 80 (Eighty)
calendar days from the date of signing this Agreement (“Seller’s
Default”), Buyer can at any time upon a default by Seller:


 


(i)            Terminate this Agreement by
written notice to Seller; or


 


(ii)           Require specific performance
from Seller of its obligations under this Agreement; or


 


(iii)          Extend the time to reach the
Purchase Date.


 


9.2.          If Buyer terminates this
Agreement pursuant to subsection (i) above in the case of Seller’s
Default, the Deposit made shall be refunded in full within 10 (Ten) calendar
days to Buyer, or to any person or entity designated in writing to Seller by
Buyer or by the Representative of the Buyer. If Seller fails to return to Buyer
within 10 (Ten) calendar days  the
Deposit, Seller shall also be responsible for payment of interest on the
Deposit to Buyer at the rate of 5% (five percent) per year accruing from the
relevant date on which the relevant part of the Deposit was paid (for the
avoidance of doubt, the date of payment of the First Deposit was April 28,
2010 and the date of payment of the Second Deposit was the date of this
Agreement) until the date when the Deposit has actually been refunded in full
to Buyer.


 


9.3.          No Party is allowed to
terminate this Agreement without any breach or default of this Agreement by the
other Party.


 


9.4.          If Buyer terminates this
Agreement by written notice to Seller at Buyer’s own option and discretion when
there is no Seller’s Default hereunder claimed by Buyer, then Seller may at its
own discretion :


 


(a)            Seek specific
performance at Cambodian courts from Seller of its obligations under this
Agreement; or


(b)           Forfeit the
Deposit made by the Buyer as full and final compensation to Seller for the
unlawful termination of this Agreement by Buyer.


 


9.5.          If Seller terminates this
Agreement by written notice to Buyer at Seller’s own option and discretion when
there is no Buyer’s default or breach of the terms of this Agreement, then
Buyer may at its own discretion :


 


(a)            Seek specific
performance at Cambodian courts from Seller of its obligations under this
Agreement; or


(b)           Require Seller
to refund the Deposit in accordance with Clause 9.2 above and in which case,
Seller shall, as the same time of the said refund of Deposit, pay an additional
sum equal to the amount of the Deposit to Buyer as full and final compensation
to Buyer for the unlawful termination of this Agreement by Seller.


 


10.           Notifications.  All notices to be made in writing under this
Agreement shall be given in the English and Khmer languages to the following
individuals and addresses or such other 


 


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addresses as the parties may
have designated to each other by notice in accordance with this article:


 


IF TO SELLER:


 


Mr. VAR Chhouda


Address:        No. 36Z,
Phum 3, Sangkat Chroy Changvar, Khan Russey Keo, Phnom Penh, Cambodia.


 


IF TO BUYER:


 


DREAMWORLD (TAKEO) INVESTMENT HOLDING LIMITED


Address:        No. 7E Mao
Tse Toung Boulevard, Sangkat Boeng Keng Kang 1, Khan Chamcarmon, Phnom Penh,
Kingdom of Cambodia


 


With copy to:


DFDL MEKONG (Buyer’s
designated legal adviser)


Address
:       No.  33,
Street 294 (Corner Street 29), Sangkat Tonle Bassac, Khan Chamkarmon, (PO Box
7), Phnom Penh, Cambodia (Attention :  Mr.  Frédéric Viou)


 


11.           Joint
and Several Responsibility of Seller.  All individuals defined as Seller shall jointly and
severally be liable with regard to Seller’s obligations, promises or guarantees
under this Agreement and shall indemnify Buyer against any claim, action,
proceeding, suit, demand, cost, expense, loss or other liability incurred or
suffered by Buyer as a result of exercising or performing this Agreement,
unless the foregoing are caused by the willful misconduct or negligence of Buyer.


 


12.           Indemnification of Claims.  If any person or entity makes any claim to an
interest in some or all of the Land, or any claim for any payment related to
the Land (such as taxes or fees), and the factual basis for this claim exists
at or before the Purchase Date, Seller shall:


 


12.1.        Fully cooperate with Buyer
to defend against such claims, including submission of documents and evidence
to court and appearing in court or before other judicial or administrative
bodies to give evidence or testimony;


 


12.2.        Pay for all Buyer’s costs
and fees in defending such claims, including legal fees; and


 


12.3.        Indemnify and reimburse
Buyer for all costs and damages, including legal fees, incurred by Buyer in the
event such claims are successful in whole or in part, or in the event that
Buyer agrees, with Seller’s consent, to settle with the claimant (such consent
not to be unreasonably withheld). In the event that any claim is made and
settled prior to the Purchase Date, all costs and damages incurred by the Buyer
in connection with the settlement of that claim shall be deducted from the
Purchase Price.


 


13.             Payments to Third Parties and
Heirs.  In the event any individuals or
entities having a legitimate claim on the Land or in relation to the Land prior
to the Purchase Date make any legitimate claim for payment of any kind for the
Land, for any portion of the Land, or in relation to the Land, the Seller shall
be responsible for any and all payments made to these individuals or entities
and Buyer shall have no responsibility for payment. The Seller shall notify the
Buyer of any such claim.


 


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14.             Succession.  All rights of Buyer under this Agreement shall
inure to the benefit of its successors and assigns, and all obligations of
Seller shall bind its successors and assigns.


 


15.             Governing Law and
Arbitration.  This Agreement
and any Dispute arising under this Agreement shall be governed and construed
under the laws of the Kingdom of Cambodia. The Parties agree to try to settle
their disputes amicably in the Kingdom of Cambodia. Subject to Clauses 9.4(a) and
9.5(a), any dispute that cannot be settled amicably shall be referred to and
finally settled by arbitration under the rules provided by the Commercial
Arbitration Law of the Kingdom of Cambodia (the “Rules”)
by one or more arbitrators appointed in accordance with the Rules. The
arbitration proceedings shall be held in Phnom Penh at the National Arbitration
Centre of Cambodia or in such other nearby location as the arbitrators and
Parties may agree. The language of the arbitration shall be English. The
decision of the arbitrators shall be final and binding on both Parties, who
expressly exclude all and any rights of appeal from all and any awards. The
Parties agree that neither Party shall attempt to dispute the award of the
arbitration tribunal and that judgment upon the award may be entered in any
court having jurisdiction over any Party against whom an award has been made,
or application may be made to such court for a judicial acceptance of the award
and an order of enforcement, as the case may be.


 


16.             Entire Agreement.  This Agreement constitutes
the entire agreement of the Parties.  Any
prior agreements, oral or written, in conflict with this Agreement shall be
null and void.  No modifications of this
Agreement shall be effective unless in writing and signed by both Parties.


 


17.             Severability.  If any of the provisions of this Agreement
shall be held invalid or unenforceable, this Agreement shall be construed as if
not containing those provisions and the rights and obligations of the Parties
to this Agreement shall be construed and enforced accordingly.


 


18.             Language.  This Agreement and all notices and amendments
to it shall be executed in English and Khmer. The English version shall
prevail to the extent of any inconsistency between the two versions.


 


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IN WITNESS WHEREOF, Seller, by signing below,
and Buyer by signing below, hereby acknowledge and agree to the terms of this
Agreement.


 


Executed
as an agreement in 4 (Four) original copies in the English language and 4
(Four) original copies in the Khmer language.


 


	
  SELLER:

  	
   

  	
  WITNESSES OF SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  VAR Chlouda

  	
   

  	
   

  
	
  Name:
  Mr. VAR Chhouda

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  ROEUNG Poau Youlen

  	
   

  	
   

  
	
  Name:  Mrs. ROEUNG Poau
  Youlen

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BUYER:

  	
   

  	
  WITNESS OF BUYER:

  
	
  DREAMWORLD (TAKEO) INVESTMENT HOLDING LIMITED

  	
   

  	
   

  
	
  By its authorized representative

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  CHUNG Yuk Man

  	
   

  	
   

  
	
  Name:
  Mr. CHUNG Yuk Man

  	
   

  	
  Name:

  



 


9

















 


ANNEX A


 


Copy of Certificate of Titles


 


(Attached)


 


10