A Change of Guard

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Saturday, 6 May 2017

Leaked documents: Agreements between Sok An's daughter-in-law Cham Krana and Edwin Tan, a Singaporean national

The following email was leaked to Khmerization from someone named Sokan Sok, which is the name of one of Deputy PM Sok An's sons, from exactly the same email address as Sokan Sok's Gmail email  (sokan.sok@gmail.com) seen below. 
Note: Cham Krasna is Sokan Sok's wife and a daughter of Cham Prasidh, who was ex-Minister of Commerce. - Khmerization
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SHARE SALE AND PURCHASE AGREEMENT
THIS SHARE SALE AND PURCHASE AGREEMENT (the Agreement) is made and entered into on                              (the Agreement Date) by and between the following parties:
 (1)       Mrs. Cham Krasna, a citizen of the Kingdom of Cambodia holding Cambodian ID number 010800343, with the current residential address at No. 20, Street 400, Village 9, Sangkat Boeung Keng Kang 1, Khan Chamkarmon, Phnom Penh, Cambodia; and Mrs. San Kiriny, a citizen of the Kingdom of Cambodia holding Cambodian ID number 100006057(01), with the current residential address at No. 755, Monivong Blvd, Sangkat Boeung Trorbek, Khan Chamkarmon, Phnom Penh, Cambodia, (together, herein referred to as the Seller);
(2)        Mr. Tan Phong Guan, a citizen of the Republic of Singapore holding Singaporean Identity Card number S2003029A, with the current residential address at ………………. ; Mr. Vann Ky, a citizen of the Kingdom of Cambodia holding Cambodian ID number 010263268, with the current residential address at No. 33E2, Street 191, Village 3, Sangkat Tomnobtek, Khan Chamkarmon, Phnom Penh, Cambodia; and Mr. Tes Doem, a citizen of the Kingdom of Cambodia holding Cambodian ID number 020483607, with the current residential address at Village Trapaing Smach, Khum Mkak, Srok Ang Snuol, Kandal, Cambodia, (herein referred to as the “Purchaser”); and

(3)        Angkor (Cambodia) International Co., Ltd, a private limited liability company duly incorporated and registered under the laws of the Kingdom of Cambodia with commercial registration no. Co. 8617/06P dated 07 April 2006, and having its registered principle address at No.2C, Street 120, Sangkat Phsar Thmey 2, Khan Daun Penh, Phnom Penh, the Kingdom of Cambodia, represented by Mrs. Cham Krasna (herein referred to as the “Company”).
The Seller, the Purchaser and the Company are collectively referred to herein as the “Parties” and individually as a “Party”.
(A)       WHEREAS, in accordance with the Memorandum and Articles of Association of the Company dated 25 March 2016 (the “MOA”), the Company has a registered capital of KHR20,000,000 (twenty million Khmer Riels), or USD5,000 (five thousand US Dollars);
(B)       WHEREAS, the Seller is currently a registered shareholder, holding 1,000 (one thousand) shares, representing 100% of the total common shares in the Company;
(C)       WHEREAS, the Seller wishes to sell and transfer to the Purchaser and the Purchaser wishes to purchase and accept the transfer of 100% of the Common Shares, totaling 1,000 shares (the Target Shares), in the Company held by the Seller on the terms and conditions set out in this Agreement;
(D)       WHEREAS, the Parties express their intention that, in giving effect to the Agreement, they will respect, and comply in full with, the provisions of applicable Cambodian law.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1.1               Purchase and Sale of the Target Shares

Upon the terms and subject to the conditions of this Agreement, at Completion as stipulated in Clause 4, the Seller hereby sells, assigns, transfers, conveys and delivers to the Purchaser full ownership of any and all of the Target Shares, and the Purchaser hereby (relying on the representations and warranties, and undertakings of the Seller herein contained) purchases and accepts the transfer of full ownership of any and all of the Target Shares from the Seller.

1.2               Purchase Price

(a)                The purchase price payable by the Purchaser to the Seller shall be USD1,500,000 (one million five hundred thousand US Dollars) (the “Purchase Price”); and
(b)               The Purchase Price is inclusive of all taxes the Seller is required to pay in the Kingdom of Cambodia, in relation to the Seller's sale of the Target Shares.

1.3               Method and Schedule of Payment

(a)                The Purchaser shall pay the Purchase Price in two instalments to the Seller:

(i)                  The first payment of USD350,000 (three hundred thousand US Dollars) of the Purchase Price (the “First Payment”) shall be paid on the date of signing of this Agreement; and

(ii)                The second payment of USD1,150,000 (one million two hundred thousand US Dollars) of the Purchase Price shall be paid within five (5) working days after Completion when all conditions set forth in this Agreement are satisfied and completed.

(b)               The Purchaser shall pay the Purchase Price by wire transfer of funds to the following Company account designated by the Seller:
Company Name: [             ]
Account No.: [             ]
Account Name: [             ]
(c)                The Seller agrees to return the First Payment to the Purchaser if any of the conditions set out in Clause 3.1 and Clause 3.2 is evidently impossible to be satisfied on or prior to the Completion.

2                     Seller's Obligations

(a)                Within five (05) working days from the date of receipt of the First Payment, the Seller procures that the Company to settle the sum of [x] to the remaining family who are illegally residing in the garage area lot no.176 of Ministry of Foreign Affairs and International Cooperation (MOFA) located along Preah Norodom Boulevard, Sangkat Tonle Bassac, Khan Chamkarmon, Phnom Penh, Cambodia (Project Land), and pay outstanding rental fees to MOFA according to the Garage Lease Agreement dated 17 July 2009;

(b)               On or before 08 September 2016, the Seller shall cooperate with the Company to obtain necessary instruction or notification letter from MOFA to its relevant officials to change the current garage from the Project Land to new garage temporarily arranged by the Company and evidence of effective moving-out;

(c)                On or before 31 September 2016 the Seller shall cooperate with the Company file all necessary documents with the MOC and the General Department of Taxation, and perform all necessary functions, in order to perfect the transfer of Target Shares, and to lawfully reflect and register the Purchaser as the new legal and beneficial owner of the Target Shares in the Company; and

(d)               For the purposes of Clause 2(C), the Purchaser shall cooperate with the Seller and the Company to sign and/or provide all necessary documents and applications including the new MOA for registering with the MOC and stamped by the General Department of Taxation;

3.1               Conditions to the Purchaser's obligation

The obligation of the Purchaser to effect Completion is further conditional on the following conditions being satisfied (or waived by the Purchaser in writing):

(a)                All approvals, notices and other documents listed in clause 2 must have been obtained and remain in full force and effect;

(b)               The Warranties contained in Clause 5.1 must be true and accurate as of the Agreement Date and/or the Completion Date, as the case may be;

(c)                There must not have been a Material Adverse Change, as defined in Schedule 1, since the Agreement Date; and

(d)               The Seller and the Company must have performed and complied in all material respects with all covenants and agreements contained in this Agreement made by the Seller and the Company, as applicable, to the extent that such covenants and agreements are required by their terms to be performed prior to Completion.

3.2               Responsibility for satisfaction of Conditions

(a)                The Seller and the Purchaser must, to the extent within their reasonable control, exercise all commercially reasonable efforts to achieve satisfaction of the conditions set out above; and
(b)               The Seller and the Purchaser agree that they will cooperate in good faith with each other. 

4.1               Date and Place of Completion

Completion shall take place at the Seller’s residence, in Phnom Penh, Cambodia on the date which is five (5) days after all the required approvals, notices or decisions specified in clause 2 are obtained.

4.2               Seller's Obligations at Completion

At Completion, the Seller shall procure the Company to:

(a)                Deliver to the Purchaser documentation reflecting the registration of the Purchaser with the MOC as the new legal and beneficial owner of the Target Shares in the Company; and

(b)               Deliver to the Purchaser evidence showing that all required approvals, registrations and filings referred to in clause 2 have been obtained.

4.3               Purchaser's Obligations at Completion

At Completion, the Purchaser shall make the payment of the Purchase Price as specified in Clause 1.2 and 1.3.

4.4               Acknowledgment and Approval of the Company

(a)                The Company hereby agrees, acknowledges and approves the sale and transfer of the Target Shares in accordance with the terms and conditions set forth in this Agreement and hereby recognizes and approves the new shareholding structure resulting from the sale and purchase transaction contemplated under this Agreement; and

(b)                The Company further confirms that the sale and purchase contemplated herein is duly and properly made in accordance with the procedure required by the Company’s policies and its MOA and hereby agrees to fully cooperate with the Seller to ensure that the Seller’s obligations specified in Clause 4.2 above are fulfilled without delay.

5.1               Warranties by the Seller

The Seller hereby represents and warrants to the Purchaser that each of the following Seller Warranties is true and accurate as of the Agreement Date and as of the Completion Date: 
(a)                This Agreement constitutes legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms and conditions thereto;
(b)               All Approvals and all material consents, waivers and approvals necessary or required to be obtained by the Company and/or the Seller on or prior to the Completion for or in connection with the execution, delivery or performance of this Agreement have been obtained, made or complied with and are in full force and effect;
(c)                The entering into and performing of any and all obligations and compliance in relation to the terms and conditions of this Agreement do not violate the MOA, or any Applicable Laws and result in a breach of, constitute a default under, create in any party the right to accelerate, terminate, suspend or modify, or require any notice under, any material contract to which the Company or the Seller is a party or the Organizational Documents of the Company, or impair or result in an Encumbrance on any Target Shares; and
(d)               The Target Shares constitute 100% of the Company’s total issued and outstanding share capital and are fully paid. The Seller has valid, legal and beneficial ownership to the Target Shares, free and clear of any Encumbrances.

5.2               Warranties by the Purchaser

The Purchaser hereby represents and warrants to the Seller that each of the following Purchaser Warranties is true and accurate:
(a)                This Agreement constitutes a legal, valid and binding obligation of Purchaser.

6                     Additional Covenants

6.1               Regulatory Filings

The Seller, the Company and the Purchaser shall cooperate and exercise commercially reasonable efforts to take or cause to be taken all actions to consummate the Transactions as soon as practicable. 

6.2               Notification of Certain Matters

During the period from the Agreement Date to the Completion Date, the Seller must promptly notify the Purchaser if the Seller becomes aware of any fact or circumstance that:

(a)                Is otherwise reasonably likely to prevent a condition to which it is under an obligation to satisfy from being satisfied; or

(b)                It has failed to perform or comply in any material respect with the covenants and agreements made by it in this Agreement.

7                     Termination

This Agreement may be terminated and the transactions contemplated by it and by the other Transaction Documents abandoned at any time prior to Completion:
(a)                By the mutual written consent of the Seller and the Purchaser; or
(b)               By any Party if the other Party breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement.
Each Party shall save, defend, indemnify and hold harmless the other Party, its Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all losses (including direct, indirect, incidental and consequential loss and loss of profit), damages, awards, judgments, penalties, costs and expenses (including reasonable attorneys' fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or resulting from any breach of any representation, warranty, obligation, covenant, or agreement made by the Party contained in this Agreement.
The Parties hereto shall at all times prior to Completion keep the existence of this Agreement, the transaction and all information of the other Party derived in connection with this Agreement confidential, except as otherwise required by applicable laws or regulations or agreed in writing by the Party to which the disclosure of such confidential information is sought against.

11.1           Format of Notice

Any notice, claim, demand or other communication under or in connection with this Agreement (a “Notice”) must be in writing in English and is sufficiently given or served if delivered or sent to:
(a)                In the case of the Seller:
Mrs. Cham Krasna
Address: No. 20, Street 400, Village no. 9, Sangkat Boeung Keng Kang 1, Khan Chamkarmon, Phnom Penh, Cambodia

(b)               In the case of the Purchaser:
Mr. [NAME]
Address:
Fax: +

(c)                In the case of the Company:

Angkor (Cambodia) International Co., Ltd
Address: No. 2C, Street 120, Sangkat Psar Thmey 2, Khan Daun Penh, Phnom Penh, Cambodia
Attention: Mrs. Cham Krasna

11.2           Delivery of Notice

Any Notice may be delivered by hand, by facsimile or by courier.

12.1           Reasonable Endeavours

If any dispute arises between the Parties in connection with this Agreement, the Parties must use all reasonable endeavours to resolve the matter amicably.

12.2           Jurisdiction

The Parties agree and submit to the jurisdiction of the courts of the Kingdom of Cambodia in any action or proceeding arising out of or relating to this Agreement.

12.3           Enforcement

The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

13.1           Effectiveness

This Agreement shall become effective and binding upon the Parties after the Agreement Date.

13.2           Assignment

Unless otherwise agreed by both Parties in writing, the Parties shall not be entitled to assign or transfer this Agreement or all or any part of their rights and obligations arising out of this Agreement.

13.3           Entire Agreement

This Agreement and the other Transaction Documents constitute the entire agreement of the parties about their subject matter and supersede all previous agreements, understandings and negotiations on that subject matter.

13.4           Governing Law

This Agreement is governed by, and is to be construed in accordance with, the laws of the Kingdom of Cambodia.

13.5           Failure or Delay in Exercising Rights

The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of other rights or remedies.

13.6           Remedies not Exclusive

The Parties’ rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law. Each Party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, a party may apply to a court of competent jurisdiction for such equitable relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation of its terms and each party waives any objection to the imposition of relief of an equitable nature if warranted.

13.7           Severability

If any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction.  The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any
 other jurisdiction is not affected.  This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

13.8           Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which taken together constitute the same agreement.

EXECUTED as an agreement.
IN WITNESS WHEREOF, this Share Sale and Purchase Agreement has been executed by the duly authorized representatives of the Parties hereto as of the date first above written.



Mrs Cham Krasna and Mrs San Kiriny

                                                           
Date: [             ]

Witness:


Angkor (Cambodia) International Co., Ltd
 
By:                                                     
Name:
Cham Krasna
Title:
 Chairwoman
Date: [             ]

Witness

Mr. [Name]
By:                                                         
Date:
[             ]

Witness
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SHARE NOMINEE AGREEMENT
THIS SHARE NOMINEE AGREEMENT (the Agreement) is made and entered into on                              (the Agreement Date) by and between the following parties:
 (1)       Mrs. Cham Krasna, a citizen of the Kingdom of Cambodia holding Cambodian ID number……………………, with the current residential address at No.…, Street. ………, Village No.……, Sangkat………………, Khan…………………, Phnom Penh, Cambodia, and Mrs. San Kiriny, a citizen of the Kingdom of Cambodia holding Cambodian ID number……………………, with the current residential address at No.…, Street. ………, Village No.……, Sangkat………………, Khan…………………, Phnom Penh, Cambodia, (together, herein referred to as the Owner);
(2)        Mr. Tan Phong Guan, a citizen of the Republic of Singapore holding Singaporean Identity Card number S2003029A, with the current residential address at ………………. ; Mr. Vann Ky, a citizen of the Kingdom of Cambodia holding Cambodian ID number 010263268, with the current residential address at No. 33E2, Street 191, Village 3, Sangkat Tomnobtek, Khan Chamkarmon, Phnom Penh, Cambodia; and Mr. Tes Doem, a citizen of the Kingdom of Cambodia holding Cambodian ID number 020483607, with the current residential address at Village Trapaing Smach, Khum Mkak, Srok Ang Snuol, Kandal, Cambodia; and (herein referred to as the “Nominee”); and
(3)        Angkor (Cambodia) International Co., Ltd, a private limited liability company duly incorporated and registered under the laws of the Kingdom of Cambodia with commercial registration no. Co. 8617/06P dated 07 April 2006, and having its registered principle address at No.2C, Street 120, Sangkat Phsar Thmey 2, Khan Daun Penh, Phnom Penh, the Kingdom of Cambodia, represented by Mrs. Cham Krasna (herein referred to as the “Company”).
The Seller, the Purchaser and the Company are collectively referred to herein as the “Parties” and individually as a “Party”.
(A)       WHEREAS, in accordance with the Memorandum and Articles of Association of the Company dated……………… (the “MOA”), the Company has a registered capital of KHR20,000,000 (twenty million Khmer Riels), or USD5,000 (five thousand US Dollars);
(B)       WHEREAS, the Owner is currently a registered shareholder, holding 1,000 (one thousand) shares, representing 100% of the total common shares in the Company;
(C)       WHEREAS, the Owner wishes to appoint the Nominee and the Nominee wishes to accept the appointment to act as nominee in holding 100% of the Common Shares, totaling 1,000 shares (the Target Shares), in the Company held by the Owner on the terms and conditions set out in this Agreement;  and
(E)       WHEREAS, the Parties express their intention that, in giving effect to the Agreement, they will respect, and comply in full with, the provisions of applicable Cambodian law.
NOW, THEREFORE, the sufficiency of which is acknowledged, the Parties agree as follows:

1.1               Nomination

Upon the terms and subject to the conditions of this Agreement, the Owner hereby appoints the Nominee and entrust with the Nominee the holding of any and all of the Target Shares, and the Nominee hereby accepts the nomination as Nominee to act as Shareholder to hold any and all of the Target Shares on behalf and for the full benefits of the Owner.

1.2               Scope of Nomination

(a)                Subject to the terms and conditions of this Agreement and to the extent permissible by the Applicable Laws, the Nominee shall act as registered shareholder of the Target Shares and director of the Company as stated in the MOA and in official register of the MOC; and
(b)               The Nominee shall comply with any and all instructions from Owner in exercising his rights and obligations as a shareholder or director of the Company as stated in the MOA and the Applicable Laws. Whenever  the Nominee is required to make decisions or adopt resolutions which may create financial and/or legal liability on the company or the Owner, the Nominee shall promptly and properly consult with the Owner and duly obtain prior approval from the Owner in order to the making of decisions or adoption of resolution.

1.3               Consideration

(a)                In consideration of the services provided by the Nominee, the Owner procures that the Company shall pay the Nominee a Monthly/Annual service fee of USD [………] (Service Fees).  
(b)               The Service Fees shall be paid by wire transfer of funds or by cash and in net amount excluding of any taxes and expenses.

2                     Owner's Obligations

(a)                the Seller procures that the Company to timely settle payment of Service Fees;

(b)               the Seller shall cooperate with the Company to timely provide instruction or approval necessary for the smooth operation of the Company or whenever it is required by competent authorities;

(c)                the Seller shall cooperate with the Company to inject all required working capital of the Company;  and

(d)               the Seller shall cooperate with the Company indemnify and hold harmless against the Nominee for any losses and damages suffered by the Company in connection with its operation and existence; and the Seller and the Company shall defend, at the Company’s costs, the Nominee against any petitions, claims and lawsuits filed by any third party or competent authorities in connection with the operation and existence of the Company. 

3                     Nominee’s Obligations

(a)                The Nominee shall perform his obligations under this Agreement in good faith and for the benefits of the Company and/or the Owner;

(b)                The Nominee shall at all times follow the instruction or comply with decisions made by the Owner in connection with the business operation, legal compliance and existence of the Company, including  but not limited to the implementation of business plan, management, investment, staff recruitment and termination, acquisition and disposal of assets, and registration of the Company;

(c)                The Nominee shall sign, deliver and execute all documents, applications and agreements as proposed by the Owner to effect the transfer of shares from him to the Owner or any other persons or entities designated by the Owner upon termination of this Agreement by the Parties or revocation of nomination by the Owner;

(d)                The Nominee is not entitled to and must not transfer or create any security in whatever form on the Target Shares to any third party or to himself without prior approval from the Owner;

(e)                The Nominee is not entitled to and must not join directly or indirectly in any legal proceedings or take any legal actions in his capacity as shareholder or director or in the name of Company without prior approval from the Owner;

(f)                 During the period from the Agreement Date until its Expiration Date, the Nominee must promptly notify the Owner if the Nominee becomes aware of any fact or circumstance that:

(i)                  Is otherwise reasonably likely to prevent either Party from satisfying his or her obligations under this Agreement or MOA or the Applicable Laws from being satisfied; or

(ii)                Any material respect with the obligations and covenants made by it in this Agreement has been failed to perform.

4                     Duration and Termination

This Agreement shall be made for a period of [x] years, commencing from the Agreement Date and expiring on [x] (Expiration Date). This Agreement can be renewed or extended by the mutual written consent of the Owner and the Nominee.
This Agreement may be terminated by:
(a)                By the mutual written consent of the Owner and the Nominee; or
(b)               By 30 day’s written notice of the Owner to revoke the nomination from the Nominee with or without any default on the Nominee’s part.
Each Party shall save, defend, indemnify and hold harmless the other Party, its Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all losses (including direct, indirect, incidental and consequential loss and loss of profit), damages, awards, judgments, penalties, costs and expenses (including reasonable attorneys' fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or resulting from any breach of any representation, warranty, obligation, covenant, or agreement made by the Party contained in this Agreement.
The Parties hereto shall at all times keep the existence of this Agreement, the transaction and all information of the other Party derived in connection with this Agreement confidential, except as otherwise required by applicable laws or regulations or agreed in writing by the Party to which the disclosure of such confidential information is sought against.

8.1               Format of Notice

Any notice, claim, demand or other communication under or in connection with this Agreement (a “Notice”) must be in writing in English and is sufficiently given or served if delivered or sent to:
(a)                In the case of the Owner:
Mrs. Cham Krasna
Address: No. 20, Street 400, Village no. 9, Sangkat Boeung Keng Kang 1, Khan Chamkarmon, Phnom Penh, Cambodia

(b)               In the case of the Nominee:
Mr. [NAME]
Address:
Fax: +

(c)                In the case of the Company:

Angkor (Cambodia) International Co., Ltd
Address: No. 2C, Street 120, Sangkat Psar Thmey 2, Khan Daun Penh, Phnom Penh, Cambodia
Attention: Mrs. Cham Krasna

8.2               Delivery of Notice

Any Notice may be delivered by hand, by facsimile or by courier.

9.1               Reasonable Endeavours

If any dispute arises between the Parties in connection with this Agreement, the Parties must use all reasonable endeavours to resolve the matter amicably.

9.2               Jurisdiction

The Parties agree and submit to the jurisdiction of the courts of the Kingdom of Cambodia in any action or proceeding arising out of or relating to this Agreement.

9.3               Enforcement

The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10.1           Effectiveness

This Agreement shall become effective and binding upon the Parties after the Agreement Date.

10.2           Assignment

Unless otherwise agreed by both Parties in writing, the Parties shall not be entitled to assign or transfer this Agreement or all or any part of their rights and obligations arising out of this Agreement.

10.3           Entire Agreement

This Agreement constitutes the entire agreement of the parties about their subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

10.4           Governing Law

This Agreement is governed by, and is to be construed in accordance with, the laws of the Kingdom of Cambodia.

10.5           Failure or Delay in Exercising Rights

The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of other rights or remedies.

10.6           Remedies not Exclusive

The Parties’ rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law. Each Party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, a party may apply to a court of competent jurisdiction for such equitable relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation of its terms and each party waives any objection to the imposition of relief of an equitable nature if warranted.

10.7           Severability

If any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction.  The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.  This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

10.8           Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which taken together constitute the same agreement.

EXECUTED as an agreement.
IN WITNESS WHEREOF, this Share Nominee Agreement has been executed by the duly authorized representatives of the Parties hereto as of the date first above written.


Mrs Cham Krasna and Mrs San Kiriny

                                                           
Date: [             ]

Witness:


Angkor (Cambodia) International Co., Ltd
 
By:                                                     
Name:
Cham Krasna
Title:
 Chairwoman
Date: [             ]
Witness

Mr. [Name]
By:                                                         
Date:
[             ]

Witness

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