Lease Agreement - Jindarin Beach Club & Resort

4.1.11 Cooperate with the Lessor, Manager and their designated agents in all respects in orderto be in compliance with the terms, conditions and requirements of this Agreement.4.1.12 Peacefully occupy, possess and enjoy the use of the Property and the Cottage/structuresthereon without any interruption whatever by the Lessor. For the avoidance of doubt, theLessee shall be owner of the Cottage and any structures on the Property for so long asthis Agreement remains effective.4.1.13 In addition to the above, the Lessee further covenants to abide by the following rules andregulations regarding the Property:1. No commercial farming or any other commercial business activity other than homeoffice based business.2. Only domesticated animals allowed and animals must be confined to the premises of theProperty (house lot). Animals are not allowed in common areas or along the beach areasexcept if on a leash.3. No loud noises that could disturb neighbors.4. No ropes, wires or chains or other materials are to be placed on the beach so to maintaina natural, pristine beach with ease of walking along the beach undisturbed.5. Except for existing trees and the palm trees, landscaping along the boundaries of eachlot are to be kept under 1.5 meter for the first 10 meters from the seashore and 2 metersfor the area from 10 to 20 meters from the sea shore to maintain view planes forneighboring Cottages.4.2 The Lessee shall NOT throughout the Lease Term and any renewals thereof:4.2.1 Create, or allow on the Property, or any part thereof, any nuisance nor act in any mannerwhatsoever which may be, or may tend to be, an annoyance or nuisance or cause damageor disturbance to the Lessor and their designated agents, or another Lessee, or occupiersof any other portion of the Development Land.4.2.2 Store or bring into the Property any materials or articles of a combustible, explosive,corrosive or otherwise dangerous nature except where such articles are in packaging, orin small enough quantities, as to clearly be intended and used solely for domestic use.4.2.3 Do, or permit or suffer anything to be done, whereby any increased or extra premiummay become payable for the insurance of the Property against loss or damage by fire, orwhereby any policy for such insurance may become void or voidable.4.2.4 Use or permit or suffer the use of, the Property, or any part thereof, for any illegalpurposes.4.2.5 Disconnect, block or damage any services, utilities, drainage channels or pipes or culverscarrying services and utilities.4.2.6 Erect signs or posters on the Resort Lot (other than small, discreet “For Sale” or “ForRent” signs approved by Management Company) or any structures thereto or on theCommon Property.4.2.7 Erect any temporary building, including tents and placement of caravans, on the ResortLot or Development Land. For the purpose of this paragraph, an approved bungalowshall not be considered a temporary building.4.2.8 Without the written consent of the Lessor, or Management Company, which consent notto be unreasonably withheld:1. Cut major trees, carry out substantial earthworks which may disturb the land and slopestability;4

2. Erect fences or walls on the Resort Lot other than as approved as an integral part of theCottage design for the Resort Lot as approved by the Management Company beforeconstruction.4.2.9 Commit nor permit any waste, spoil or destruction of, in or upon the Property.4.2.10 Erect or install large satellite or communication dishes or other equipments in an obtrusivemanner or clearly visible from road or other Cottages.4.2.11 Breach any terms, rules or regulations contained in the Jindarin Beach Club & ResortManagement Agreement or the Jindarin Beach Club Membership Rules and Regulations.5. DUTIES OF THE LESSOR:5.1 The Lessor has no right to terminate this Agreement except in the case of Lessee’sbreach of any of the above mentioned duties. Lessee shall have 90 days after written noticefrom the Lessor of Lessee’s breach to cure said breach. After 90 days the Lessee shall be deemedin Breach of Contract. If said breach is not cured within 180 days of written notice, the Lease isautomatically terminated, unless the Lessee elects to challenge the alleged breach and terminationin a Phuket District Court of Law. Payment of damages caused by the breach (s) plus interest andpenalties as determined by the Court shall be the intended remedy sought by the Manager and/orLessor.5.2 The Lessor shall ensure that at all times the Lessee shall have Full Easement Rightsover the Common Property of the Development Land, subject to those regulations imposed bythe Management Agreement and the Jindarin Beach Club Member Rules (see paragraph 5.4below).5.3 The Lessor shall ensure that at all times any legal successor to the Lessee shall, onsuccession, enjoy all the rights enjoyed by the Lessee; and the Lessor shall not impede, or seek toimpede, the legal transfer or assignments, to the legal successor, of the Property and anystructures and assets on or within the Property, provided only that the transferee and/or assignee isbound by the requirements of this Agreement. Any such transfer and assignment shall be donewith prior written approval of the Lessor, which shall not be unreasonably withheld and with fullpayment of the administrative fee of Baht 100,000 to the Lessor.5.4 The Lessor shall participate in the formation of a owners’ group, which will be referred toas the “Jindarin Beach Club” which will be composed of all the Lessees and freehold Owners inthe Development. The Lessor will be responsible for the management or will set up a third partyprofessional management company to manage the Common Property and facilities including, butnot limited to providing, security, general maintenance, rubbish collection, land taxes payment atlocal rates, insurance, landscaping, management services, legal and accounting services to theJindarin Beach Club, and any and all other services required by the Jindarin Beach Club, toensure a high quality standard in the Development. The Lessee shall be responsible to pay its proratashare of those expenses pursuant to the terms of the Management Agreement.6. RENTAL6.1 The entire rental for Lot #_____under this Agreement for the Lease Period shallbe_______________ baht, inclusive of withholding tax. The Lessee shall be solelyresponsible for all charges for water, electricity, telecommunications and any otherutilities and services for the Property; and shall be solely responsible for the payment ofthe equal pro rata charges for maintenance of the Common Property, (which will becalculated based on size of Resort Lots) as per the Management Agreement.6.2 The Lessee shall be further responsible for an initial one time payment of 5,000 baht forone share in Royal Coast Coconut Island, Ltd. (the Lessor) and the payment of theShareholder’s Pro rata Cost of Ownership to the Lessor each year, starting the secondyear, for so long as the Lease hereunder (and any renewals thereof) remains effective5

which amount shall be 5,000 baht per year. The Shareholder’s Prorata Cost of Ownershipshall cover the cost of land-related costs and other miscellaneous costs of the Lessor,Royal Coast Coconut Island, Ltd.,6.3 The Lessee shall be solely responsible for the house tax levied on the Property, theCottage and any structures built thereon.7. RENEWAL7.1 The Lessor agrees that subject to this Agreement, the Lessee shall have the option torenew the Lease Period for two additional thirty (30) year periods from the expiration ofthe Lease Period. The subsequent terms will be upon the same terms and conditions asthis Agreement. ALL RENT for both renewal periods is hereby deemed paid in full.The option will be renewed automatically unless the Lessee declines to renew the LeaseAgreement by providing in writing a minimum of ninety (90) days notice to the Lessorprior to the expiry of the relevant thirty (30) year lease term. Lessor acknowledges prepaymentof the rental for the renewed lease terms. In the event the Lease Period is notrenewed, there shall be no refunds whatsoever to the Lessee.7.2 Upon renewal of the Lease Period, the Parties shall convene at the relevant Land Officein Phuket, Thailand to register the renewal lease. Any government fees and stamp dutiesin relation to the registration of the extension of the Lease shall be borne solely by theLessee.8. NO ASSIGNMENT BY THE LESSORThe Lessor may not sell, assign, transfer, mortgage or create any encumbrance over the Property,this Agreement or its rights hereunder or there under to any person.9. ASSIGNMENT BY THE LESSEEThe Lessee, subject to the Lessee’s compliance with the terms and conditions of this Agreement,and payment of the rental and the Shareholder’s Pro rata Cost of Ownership and with the priorwritten approval of the Lessor, may sell, assign, transfer, sublease or mortgage the Property and/or rights hereof. The Lessee shall be responsible for all relevant costs of the assignment, andClause 5.3 shall apply.If the Lessee assigns, transfers or sells his rights over the Property in accordance with theforegoing paragraph, then the Lessee shall, as a condition of the assignment,1. Require the assignee to be bound by the obligations under this Agreement and shall deliver,to the Lessor, a signed copy of the assignment document or a notarized declaration by theassignee to be bound by the obligations under this Agreement; and2. Must also include and transfer to the Assignee the Share in Royal Coast Jindarin Co., Ltd.(TVP)., the Share in TVP can never be separated from the Leasehold ownership.3. Cause the assignee to sign the Management Agreement and the Jindarin Beach ClubRules Agreement.10. REGISTRATION FEES, TAXES AND STAMP DUTY10.1 Subject to Clause 6, all registration fees, taxes and stamp duty in relation to thisAgreement shall be borne by the Lessor for the Lease Period.10.2 Each of the parties shall pay their own costs and expenses incurred by them in thenegotiation and preparation of this Agreement.6

11. LIMITATION OF LESSOR'S LIABILITYThe Lessee shall not hold and hereby releases the Lessor or his visitors, servants, employees oragents liable in any way in respect of any injury, damage, loss of business or other liabilitysuffered by the Lessee or any other party caused by or through or in connection with:1. Any interruption of services by reason of necessary repair or maintenance or dueto cut off by the Lessor and or Management Company should the Lessee be inbreach of Lessee’s covenants pursuant to this Agreement;2. Accidental damage or destruction by fire, water, Act of God, force majeure, orother causes beyond the Lessor’s control;3. Unintentional default of the Lessor, including its employees, contractors andvisitors; and4. Any defect in the supply of utilities including water and electricity or from anysurge, reduction, leakage, variation, interruption or termination in the supply ofelectrical power,except where any of the foregoing is attributable to the Lessor’s negligence, misconduct or failureto comply with the terms of this Agreement or terms and conditions imposed by the relevantauthorities.12. THE LESSOR'S RIGHT TO TERMINATE:12.1 If and whenever there shall be a material breach or non-performance or non-observanceof any of the covenants or obligations contained in this Agreement on the part of theLessee, including but without prejudice to the generality of the aforesaid any paymentsdue for over 90 days, the Lessor reserves the right to send or procure the ManagementCompany to send a written notice of the Lessee’s breach and to withdraw the provision ofall services and utilities due to the Lessee under this Agreement and shall take any otherappropriate action as the Lessor and/or the Management Company shall deem fit untilsuch time as the breach is remedied or due payment made; and12.2 If the Lessee fails to remedy any such breach contained in the written notice under clause12.1 within a period of 180 days from the written notice to the reasonable satisfaction ofthe Lessor, then the Lessor and/or its appointee will have the right to terminate thisAgreement, subject to the Lessee’s right to defend such in a court of law. Should theLessor prevail in such litigation the Lessor shall not seek termination of the Lease as theonly remedy, but will ask the court to first consider the remedy of the Leasee payingcourt determined damages, penalties and interest.12.3 On the termination of this Agreement pursuant to this Paragraph 12, the Lessee shallforthwith surrender the Resort Lot to the Lessor together with the Cottage and any and allimprovements, structural or otherwise, made to the Resort Lot so that the Lessor mayproceed with the sale thereof at the then “fair market value”. Upon completion of the saleto a third party, all of the arrears and any and all expenses, interest, legal fees brokeragefees and penalties incurred by the Lessor and /or its appointee in connection with the saidsale, will be retained by the Lessor and/or its appointee and the balance of the proceedsfrom the sale shall be refunded to the Lessee.12.4 Notwithstanding the foregoing, the Lessor is entitled to claim for any loss or damagesuffered by the Lessor arising from any wrongful act, omission or default on the part ofthe Lessee.7

13. THE LESSEE'S RIGHT TO TERMINATE:13.1 The Lessee shall have the right to terminate this Agreement by notice in writing to theLessor upon the occurrence of any of the following events:13.1.1 If the Lessee is unable to possess or peacefully use the Resort Lot for the purposesallowed in this Agreement as a result of a breach or failure to perform, observe or complywith any of the covenants hereto by the Lessor, or if the Resort Lot is either wholly orpartially attached or expropriated by an order or judgment of a court or of a competentauthority due to causes attributed to the Lessor, or if the Lessor fails to carry out orprovide the “Common Property Improvements and Amenities” Exhibit D, in accordancewith this Agreement;13.1.2 If the Lessor shall become bankrupt or shall enter into liquidation (whethercompulsory or voluntary), or if a receiver shall be appointed to carry on the Lessor’sbusiness, or if the Lessor shall enter into an arrangement or composition for the benefit ofthe Lessor’s creditors or shall suffer any distress or execution to be levied on the Lessor’sproperty.13.2 Provided that:13.2.1 Where the breach or event is capable of remedy, the Lessee shall first have givena written notice informing such cause to the Lessor and the Lessor has not rectified orremedied the cause thereof within ninety (180) days from the date of the receipt of suchnotice; and13.2.2 If the Lessee chooses not to exercise his right to terminate this Agreement underthis Clause, he may rectify or remedy such cause or may authorize a third person to do soat the Lessor’s cost.13.3 In the event of termination by the Lessee, the Lessor shall promptly refund to the Lesseethe proportional part of the rent applicable to the remainder of the Lease Period less anytaxes incurred by the Lessor pursuant to receipt by the Lessor of the rent, and the Lesseeshall assign the Lease back to the Lessor and transfer the Share in Royal Coast JindarinCo., Ltd., back to the Lessor.13.4 Notwithstanding any of the foregoing, the Lessee is entitled to claim for any loss ordamage suffered by the Lessee arising from any act, omission or default on the part of theLessor.14. SEVERABILITYIf at any time any one or more of the provisions of this Agreement become invalid, illegal orunenforceable in any respect under any law the validity, legality and enforceability of theremaining provisions hereunder shall not in any way be affected or impaired thereby, except tothe extent where such invalidity, illegality or unenforceability materially affects the nature andpurpose of this Agreement.15. ADDITIONS, AMENDMENTS AND REVISIONSAll additions and amendments to or revision of any particulars in this Agreement subsequent tothe signing of this Agreement must be made in writing and signed by both Parties hereto prior tobeing held binding and in effect hereafter.8

16. FURTHER PERFORMANCEThe Parties shall execute all instruments and documents and perform all acts, which may berequired in order to accomplish the purpose of this Agreement.17. WHOLE AGREEMENTThe Parties acknowledge that this Agreement contains the whole agreement between the partiesand supersedes any prior agreements between the Parties, whether written or oral. All futuremodifications to this Agreement shall be in writing and signed by both parties.18. NOTICES18.1 Form of NoticeAll notices between the Parties under this Agreement shall be delivered in Englishlanguage by hand, or sent by facsimile machine or electronic mail to the number oraddress set out in this Agreement or sent to such other address or number as may bedisclosed in writing to the Parties or shall be sent by prepaid registered post to theParties’ addresses set out in this Agreements, or to such other address as a Party may havegiven to the other Party for the purpose of this clause.18.4 Address for ServiceThe relevant addressee, address, electronic mail address and facsimile number of eachParty for the purpose of this Agreement are:Name of Lessor:Address:Royal Coast Jindarin Co., Ltd.29 Moo 7 Thepkrasattri RoadTambon Koh Kaew,Muang, Phuket 83000 ThailandPhone: 076-238732Attention:The AdministratorName of Lessee:Address:Phone:9

18.5 Notification of ChangeA Party must notify the other Party to this Agreement of a change of its name, relevantaddressee, address, facsimile number or electronic mail address provided that suchnotification shall be effective on:(i)(i)19. WAIVERThe date specified in the notification as the date on which the change is to takeplace; andIf no date is specified or the date specified is less than five (5) clear business daysafter the date on which the notice is given, the date falling five(5) clear businessdays after the notice of any such change has been given.The failure by either Party to enforce at any time or for any period any one or more of the termsor conditions of this Agreement shall not be a waiver of them or of the right at any timesubsequently to enforce all terms and conditions of this Agreement.20. SUCCESSIONThis Agreement shall inure to and be binding upon the statutory heirs, legatees, administratorsand executors of the estate, custodian, curators, subrogates, receivers, liquidators or statutoryrepresentatives of the Parties hereto.Upon succession being made, the Parties hereto and the statutory heirs, legatees, administratorsand executors of the estate, custodian, subrogates, receivers, liquidators or statutoryrepresentatives of the other Party agree to enter into the new Lease Agreement, ManagementAgreement and Jindarin Beach Club Rules Agreement, under identical terms and conditions andwill apply for proper registration with the relevant authority. In this case, the Party who createssuccession shall bear the registration fee and expense thereof.20.1 RIGHT TO SUBDIVIDE AND PURCHASEThe Lessor is processing a subdivision of the leasehold lots into free hold subdivided lots. Itis expected that this will be completed within one to two years. If for any reason the Lessoris unable to complete the subdivision within 3 years, the Lessee has the right, upon writtennotice to Lessor and on the condition that the Lessee shall pay all relevant costs, tosubdivide this leasehold parcel from the balance of Chanote Title # _____, such that thisleasehold parcel (Land Lease #__) receives its own Chanote Title. Lessor agrees tocooperate in executing any required government or corporate documentation, in a timely manner,in this subdivision process. Upon completion of the subdivision and reissuance of the chanotetitles, the Lessor must deliver to the Lessee the original of the Chanote Title covering LandLease #___ to be held in safe keeping by the Lessee, on behalf of the Lessor.After the year 2015 the Lessee has the right, upon written notice to Lessor, to purchase the newChanote Title that covers this Leasehold parcel (Leasehold Lot #___) from the Lessor for a fee of100,000 baht on the condition that the Chanote title must be transferred to a Thai individual, to aThai Corporation or to any entity legally entitled to hold real property under Thai law, at the timeof the purchase and that the party receiving the chanote tile will simultaneously sign a newManagement Agreement and Jindarin Beach Club Rules Agreement which shall have anaddendum which includes all terms and conditions contained in this Lease Agreement, nototherwise covered by the Management Agreement and which pertain to the rights and uses andprohibitions concerning the Leasehold Lot, and the Jindarin Beach Club Membership Rules andRegulations, This right to purchase the Chanote shall only be valid if the Leasee is in completecompliance with this Lease Agreement, the Jindarin Beach Club & Resort ManagementAgreement and the Jindarin Beach Club Membership Rules and Regulations, and the Leasee hasalready built one of the three permitted Beach Cottage Designs on the Leasehold Lot,10

21. LANGUAGEThis Agreement shall be executed in English and in Thai and only the English text shall governthe interpretation of this Agreement; but the Thai version shall be used for registration at the LandOffice.22. INTERPRETATIONThe following words and expressions shall have the meanings herein assigned unless the subjectmatter or context thereof is inconsistent with such construction:22.1 The references to clauses and Exhibits are to clauses of and Exhibits of this Agreement.22.2 The headings to Clauses and paragraphs and subparagraphs of this Agreement are includedfor purposes of convenience only and shall not affect the construction of interpretation of any ofits provisions.22.3 Unless the content otherwise requires, words importing the singular include the plural andvice versa, persons shall include bodies corporate and partnerships, references to gender shallinclude all genders.23. GOVERNING LAW AND JURISDICTION23.1 This Agreement shall be governed by and construed in all respects in accordance with thelaws of Thailand. Any proceedings arising out of or in connection with this Agreement may bebrought in any court of competent jurisdiction in Thailand.24. FORCE MAJEURE1. If any Party is prevented, hindered or delayed in its performance of any of its obligations pursuantto this Agreement by reason of Force Majeure, that Party shall be excused from the performanceof such obligations during the existence of the Force Majeure and shall not be responsible for anydamages suffered by the other Party as a result of such suspended performance, provided that theParty prevented from, or delayed in performance by, such Force Majeure shall use its best effortsto avoid and offset the effects of the Force Majeure.2. The Party prevented from complying with its obligations pursuant to this Agreement by ForceMajeure shall give notice to the other Party of the circumstance preventing or delaying itsperformance and shall continue to take action to comply as fully as possible with its obligationsunder this Agreement.3. For the purpose of this clause, Force Majeure shall mean any event, the happening of, or thepernicious result of which, could not be prevented, even though a person against whom ithappened or threatened to happen were to take such appropriate care as might be expected fromhim in his situation; such as acts of God, acts of government, acts of war (declared or undeclared),hostilities, riot, civil commotion or unrest, military action, insurrection, fire, incendiarism,explosion, natural disasters, embargo, future government restrictions, stoppage or delays causedby bureaucratic procedures imposed from time to time by government authorities, interruption oftransportation due to Force Majeure events, strikes, lockouts or other labour disputes.11

In Witness Whereof, the Parties having read and well understood the provisions stipulated in thisAgreement, deem them correct as intended in all respects hereof do hereunto affix their signature andseals (if any) in the presence of witnesses bearing testimony hereto. Each respective Party shall hold andkeep one signed original hereof.By LESSOR: _____________________________________________________________Royal Coast Jindarin Co., Ltd.Authorized DirectorWitness _________________________________________________________________Date:__________________By LESSEE: _____________________________________________________________By Lessee (if natural person) or by Its Authorized Managing DirectorWitness _________________________________________________________________Date:__________________12

Land Lease AgreementEXHIBITSA. Chanote Title # 84476 (4.0425 rai) and Chanote Title # 84471 (4.255 Rai) Master PlanB. Master Plan of Jindarin Beach Club & ResortC. Leasehold LotD. Common Property, Improvements and AmenitiesE. Shareholder’s Ownership of Royal Coast Coconut Island, Ltd.F. Management Agreements: Part 1. Key Terms of the Jindarin Beach Club & ResortManagement Agreement, Part 2: Jindarin Beach Club Membership Membership Privileges,Part 3: Jindarin Beach Club Membership Rules & RegulationsG. Agreement to Build Beach CottageH. Beach Cottage Design Descriptions13

EXHIBIT AJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTCHANOTE TITLE 84476 (4.0425 Rai) and CHANOTE TITLE 84471 (4.255 RAI)14

EXHIBIT BJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTMASTER PLAN15

EXHIBIT CJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTLEASEHOLD LOT16

EXHIBIT DJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTCOMMON PROPERTY, IMPROVEMENTS AND AMENITIES1. The Common Property at Jindarin Beach Club & Resort shall include, but not be limited to:a. All access and cart paths, including cart paths within the Developmentb. All utility services and facilities not located within individual Properties (leased plots).c. All water wells, pumps, holding tanks, purification systems and related facilities,including distribution lines to individual Properties, but not within those Properties.d. Land and facilities outside of individual Properties, but within the Development, (such asentry road, entry gate, guard house, storage facilities, beach barbeque and restroomfacilities, boat pier and related facilities), but subject to third parties leases andmanagement contracts, which is approximately 1.5 rai.e. All landscaping not within individual Properties.h. Taxi speed boat (5 meter with minimum 100hpr motor)i. Common Area Swimming Poolj. Golf Putting Greenk. BBQ Salal. Sundry Supply Storem. Open air Bar/Restaurantn. Lobby Officeo. Business Lounge2. Specifications of Infrastructure, Services and Common Facilities:a. Main arterial cart paths will be hard surfaced with landscaping along the sides. These cartpaths will be lit for safety and convenience. Actual paved widths will vary, but will beadequate to service golf carts.b. Other Foot Paths/ Ocean Access. Foot paths and stairways for access from the main cartpaths will be built to allow any residents to access the ocean on the west side and on thesouth side of the Development.c. Appropriate soil stabilization, embankments and retaining walls will be installed if andwhere required.d. Security: A keyed Entry Gate will be located by the main entry and will control accessinto the property as well as 24 hour guard service.17

e. Landscaping: In addition to the landscaping along the main arterial roads, additionallandscaping will be installed in the entry area, along paths and around the commonfacilities.f. Water: A system of wells, storage tanks, purification facilities and distribution lines toindividual plots will be provided.g. Fire Protection: Storage of water will be provided for adequate fire protection.h. Electrical: Solar Power cells will be installed as part of each Beach Cottage. In additionto this, Electrical Generators will be installed to provide sufficient power to each BeachCottage for normal useage. Government power lines will be brought into the property bythe Government and will be available for hook up by each cottage thru underground linesprovided by Developer.i. Telephone: When over ground Telephone lines are available, they will be brought into theproperty with lines extending to each house lot.j. Television: No central satellite system will be provided. (Individual satellite systems suchas UBC are available and recommended, with precaution that the satellite dishes can notbe visible from the road or other house lots.)k. Internet: Wireless Internet Service will be available at locations in the Common Propertyand at Client’s cost at each Beach Cottage.l. Right of access to and from the pier and pier facilities located on Chanote # 84473,including loading and unloading of passengers and supplies, mooring nearby, swimming/or sunbathing, use of bathrooms, BBQ facilities and use of Pier Hut Lounge forrelaxation and entertainment.18

EXHIBIT EJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTSHAREHOLDER’S OWNERSHIP OF SHARES INROYAL COAST COCONUT ISLAND, LTD. (LESSOR)Lessee will (as will each of the other 20 Leasehold Lot purchasers) will receive 20 preferred shares (outof a total of 420 Preferred Shares in Royal Coast Coconut Island, Ltd.). Each Preferred Share will have 2voting rights. Thai shareholders (affiliated with the Developer) shall hold 780 Common Shares. EachCommon Shares will have 1 voting right.Lessee will be responsible to make an initial payment of 5,000 Thai Baht (plus annual payments, startingthe second year) of 5,000 Thai Baht to Royal Coast Coconut Island, Ltd. (Lessor) for Shareholder’sProrata Costs of Ownership.The Shareholder’s Prorata Costs of Ownership shall cover land-related costs and other miscellaneouscosts of the Lessor, including maintenance of the corporation and other duties, including legal fees,corporate filing fees and corporate income tax.19

EXHIBIT FJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTPART 1: KEY TERMS OF THE JINDARIN BEACH CLUB & RESORT MANAGEMENTAGREEMENT , PART 2: THE JINDARIN BEACH CLUB MEMBERSHIP PRIVILEGES,PART 3: THE JINDARIN BEACH CLUB MEMBERSHIP RULES AND REGULATIONSPART 1: KEY TERMS OF THE JINDARIN BEACH CLUB & RESORT MANAGEMENTAGREEMENTWhereas the Lessor desires to establish a maintenance program and an asset replacement sinking fund(for the replacement of Common Property facilities when required) to be financed by the Lessees, and,Whereas the Lessor desires to provide a consistent and reliable management program at Coconut IslandCottages at a very high level of service, and,Whereas the Lessee agrees to proportionately pay for its share of the maintenance program and desires tohave the right to use the management program services,Therefore, both parties agree that:1. The overall costs of maintenance for the utility, cart paths, boat pier, barbeque facilities, landscapingand other Common Property facilities, and the administration thereof, shall be estimated by theManager and such annual costs shall be prorated among the 21 leasehold residential Lots in theDevelopment and shall be billed to the Lessees annually in advance.2. The Lessees shall pay any and all such bills for these maintenance costs upon receipt, any default ofwhich constitutes a default in the Lease Agreement.3. Prior to occupancy being granted to the Lessees, the Lessor shall provide Lessees with a list ofManagement Services, and the associated costs thereof.4. Some of the Management Services will be mandatory and others will be optional.5. Mandatory management services and fees are:a. Sinking Fund; for asset replacement and repairs.b. Maintenance of cart paths, Common Property landscaping, taxi boat and utility systems.c. Security guards, management and maintenance staff.d. Basic landscaping services for the individual Leased Properties.e. Concierge Service stafff. 24 hour Boat Taxi service between Phuket Island and Maphrao (2 minute ride)g. Beach Club Pool maintenance6. The Lessee agrees to pay the management fee for the mandatory management services to the Lessorat initial estimated the rate not to exceed 8,000 Thai Baht per month.7. Optional management services are:a. Vacation rental programb. Housekeeping, Cooking Staffc. Live in help, Nanny Serviced. Massage services20

e. Boat management8. The Jindarin Beach Club & Resort Management Agreement must be signed by the Client andManager at the same time as the Parties sign the Lease Agreement.9. The following Jindarin Beach Club Membership Privileges, Rules & Regulations are an addendum tothe Jindarin Beach Club & Resort Management Agreement:PART 2: JINDARIN BEACH CLUB MEMBERSHIP PRIVILEGESMEMBERSHIP:Limited to Lessees and Freehold owners of Beach Lots within the JindarinBeach Club & Resort and their personal Guests.PRIVILEGES:Right of Entry: The right to enter the 8 rai gated and security guarded JindarinBeach Club & Resort.Privacy for Members: The Jindarin Beach Club & Resort is completelyfenced with landscaped boundaries for privacy for its members.Boat Taxi Service: 24 hours free taxi service between Laem Hin andJindarin Beach Club & Resort.Private Pier: Use of private pier: Boat docking privileges for loading andunloading passenger and supplies, water sports activities, fishing, swimmingoff the pier at all tides (24/7), sunbathing, fishing.Private Pier Facilities: Use of BBQ Hut, Pier Lounge, restrooms, showers,sandy sunbathing area, private open salas for meals and relaxation.Concierge Service: Bilingual staff available for all Club and Resort relatedactivities, including: tour activity reservations, adventure tour andentertainment planning, restaurant/golf/activity reservations, etc.Massage Service: Privately arranged Massage Service at your Bungalow orCottage.Business Lounge: Private area with computer, internet, copier, scanning,faxing equipment and meeting area.West Beach Private Lap Pool: Beachside swimming pool (5m x 20m).West Beach BBQ Area: BBQ facilities with dining Salas.Discounted Rates: at the West Beach Open Air Restaurant (planned for2012) and at the frequent BBQ Seafood buffet at the Pier BBQ Hut.Putting Green: Use of Member’s Putting Green.Access to Nature: Jindarin Beach Club and Resort provides its memberswith an opportunity to enjoy Phuket’s Natural Island and Ocean Beauty.Reduced Carbon Footprint: participation in an eco conscious Resoft Clubthat helps you reduce your carbon footprint thru the use of solar electricpower, solar thermal hot water systems, wind power turbines, sustainableconstruction techniques.21

PART 3: JINDARIN BEACH CLUB & RESORT MEMBERSHIP RULES & REGULATIONS1. Members to only allow themselves and personal guests or service personel access to their Lot andCottage.2. No excessive noise after 9pm in the evening and before 8am in the morning.3. Cottages and Lots are to be maintained in clean in orderly manner, out of respect for otherowners.4. Trash shall not be kept in bins within the lot, but will be disposed of in the resort trash facility.5. No illegal activities are allowed within the gated and secure resort property.6. Members will not change the designs of their bungalows or cottages with obtaining permissionfrom the Lessor.7. No commercial activities are permitted within the resort property other than home office work.8. No repair of boats or vehicles of any kind may be done within the Resort property.9. Members must pay their annual Management Fees according to this Lease and the ManagementAgreement.10. Members must build a cottage according to the choice they made at the time they purchased theResort Lot. Any change to another design style requires Lessor approval, as it may effect the IEEpermits.11. Member’s shall respect the privacy of other members and stay off of other Resort Lots within thedevelopment, unless they have specific permission from the other Member.22

EXHIBIT GJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTAGREEMENT TO BUILD BEACH COTTAGEThe Lessor/Seller has entered into this Agreement to Lease with the Buyer/Lessee under the onditionthat the Lessee will abide by all the agreements contained in the Lease and ancillary agreements,including the commitment to build a _________________style beach cottage of _________squaremeters, according to the Architectural Designs by the Development Architect, as chosen by the Lesseein the Booking Form.Lessee understands that its/his/her right to acquire the freehold interest in Lot #_____ as stated inParagraph 20.1 and 20.2 in this Lease shall not become effective until this Agreement to build hasbeen fulfilled by the construction of the cottage style __________described above, being completedon the Lot such that it is entirely habitable.If Lessee does not hire the Construction Company to build the chosen cottage style within six monthsof the date of this Lease, Lessee will need to request an updated price list when they are ready tobuild. Lessee must hire the Construction Company to build the chosen beach cottage style on their lot,UNLESS Lessee is able to obtain a legal an bona fide proposal from another licensed contractor for aprice lower than the price quoted by the Construction Company in the updated price list.In such case as the Lessee obtains a lower priced quote from another contractor, then Lessee isentitled to use such contractor in lieu of the Construction Company, but must:a. First have the contract approved by the Lessor/Developer to make sure the designs and plansconform to the Designs developed by the Development Architect.b. Must provide a 150,000 baht deposit with the Lessor to cover damage to common amenities(walkways, cart ways, utility lines, landscaping, etc.) and such deposit shall only be used torepair any un-repaired damage caused by the contractor during construction.Should the Lessee sell their Beach Lot before they fulfill this Agreement to Build Beach Cottage,they are obligated to cause the new buyer/Lessee to sign an Agreement to Build, in the form andsubstance of this Agreement.Should the Lessee sell their Beach Lot and not cause the Buyer to sign: an Agreement to Build BeachCottage, the Management Agreement and the Jindarin Beach Club Membership Rules, then the right topurchase the freehold as contained in paragraph 20.1 and 20.2 of this Lease shall beforfeited. unless anduntilthis breach is remedied, including payment of damages, if any.23

EXHIBIT HJINDARIN BEACH CLUB & RESORT LEASE AGREEMENTBEACH COTTAGE DESIGN DESCRIPTION1. There are Three Beach Cottages Designs with 50 sq. mtrs., 100 sq. mtrs, and 125sq. mtrs.of enclosed indoor space.2. Each Beach Cottage will include:a. Main building structures.b. One or two bedrooms, depending on Design Choice.c. One or two Bathrooms, depending on Design Choice.d. Interior outfitting of floor, wall, kitchen cabinets, counter tops, bathroom andkitchen built in fixtures.e. Outdoor living spaces, porch, terrace and walk ways.f. A 2.5 x4 meter splash pool (except for the Weekender Cottage).g. Tropical landscaping to create privacy and beauty.h. Cart Parking area.i. Solar Cell panels, batteries and DC lighting lines and outlets.j. Main Electrical power will be provided by Solar Cells and Large ElectricalGenerator Units installed in the Common Propertyk. Water will be supplied by the Development’s own well(s) and purified through awater purification system.l. Future Government power lines will be made available to each Cottage.m. Connection to Purified drinking water and high-speed internet connections.n. Air conditioning package units will be offered at Clients additional cost forspecially designed for low energy consumption.o. Smart home technology including security system will be available at Client’sadditional cost.3. Three Beach Cottage Designs:a. There are three (3) approved styles of Beach Cottage Designs from which tochoose, which were designed by the Development Architect, Khun Wat PrateepNa Talang. These are the only permitted residential Structures approved forconstruction on the Property, other than the simple Bungalow which in somecases will be built on the Resort Lot, prior to construction of one of the CottageDesigns. (see Jindarin Beach Club & Resort Beach Cottage Choice Form)b. As only these three Beach Cottage Designs by Khun Wat Praateep Na Talang willbe permitted on the Resort Lot., any attempt to build any other residentialdwelling on the Resort Lot will result in a loss of rights to Freehold and otherdefault penalties as per the Lease Agreement.c.24

d. The three Permitted Designs are:i. The “Islander” is comprised of two floors in a main building ofapproximately 50 square meters each and a separate 25 square meterbedroom annex.1. First Floor Main cottage will include a full kitchen, dining andliving areas, a full bath with shower and have an outside deck withBBQ area, splash pool of 2.5 by 4 meters, a shade sala and a smallwater feature.2. Second Floor Main Cottage will include a bedroom, large closet,large indoor/outdoor bathroom, a covered viewing deck and asmall alcove enclosed deck area for meditation.3. Annex bedroom building will connect to the first floor bathroomand have a small outside deck.ii. The “Vacationer” Beach Cottage is comprised of a main building of twofloors of approximately 50 square meters each.1. First floor will include a full kitchen, dining and living areas, a fullbath with shower and have an outside deck with BBQ area, splashpool of 2.5 by 4 meters, a shade sala and a small water feature.2. Second Floor Main Cottage will include a bedroom, large closet,large indoor/outdoor bathroom, a covered viewing deck and asmall alcove enclosed deck area for meditation.iii. The “Weekender” Beach Cottage is comprised of a main building of onefloor of approximately 50 square meters.1. The single story area will contain a sleeping area, kitchen area,living area and a full bathroom with shower. There will be anoutside deck with BBQ area. Splash pool is an option available atadditional cost.e. The three cottage designs include the following features:i. solar panels, batteries and a DC lighting system to augment the AClighting, as an environmental conscious effort to allow owners to decreasetheir power useage and use solar power for most of their lightingrequirements.ii. Fully water proof roofing with aesthetically pleasing grasslike material ontop.iii. Walls will be concrete with natural stone on the outside for natural lookand to create a significant “heat sink” to naturally lower the indoortemperatures of the home.iv. Rainwater will be collected into a below deck tank for reuse inlandscaping.v. Thermal hot water systems will be included with the two larger cottagesand be an option for the Weekender cottage25