DATED; 2nd day of November 2015 Mil

DATED; 2nd day of November 2015

Millar W. John
New Zealand
And
THAI BINH CONSTRUCTION COMPANY LIMITED
Vietnam
LOAN CONTRACT

THIS LOAN CONTRACT is made the 2nd day of November 2015
. Between:
(A) Millar W. John an individual and natural person, holder of New Zealand passport # AB394906 and driver license # G579933 of 3 St Giles St Norwich, Norfolk NR2 UK (hereinafter “the Lender” of the one part).
And,

(B) Thai Binh Construction Company LTD, (the company) incorporated under the Registrar of Companies of the State of Vietnam, with certificate of incorporation #: 0102336584 dated 10.12.2014 with its business office address at Dang Xa Village, Van Xa commune, Kim Bang district, Ha Nam province, Vietnam, represented by the CEO/President Tran Thi Van Giang, holder of passport number……………. And driver license #................... (hereinafter “the Borrower” of the other part)

PREAMBLE
(a) Whereas the Lender warrants that he is a private Lender and has available funds that he is ready, able and willing to lend to the Borrower for the funding of its business project.

(b) And whereas the Borrower is ready to borrow funds and accept a loan from the Lender for the purpose of implementing its business project.

(c) And whereas the Lender declares that he has obtained all relevant facts, information, data, documents, studies and reports requested from the Borrower and have conducted due diligence and states that everything appears to be of his absolute satisfaction.

NOW IT IS HEREBY MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE PARTIES AS FOLLOWS: -

The preamble to this agreement constitutes an integral and inseparable part thereof.

PURPOSE
2. The purpose of this Agreement is to set out the terms and conditions on which the Lender will make available to the Borrower the loan herein specified.

LOAN PROVISION DETAILS
3.1 The Lender agrees and undertakes to lend and make available to the Borrower in accordance with the terms hereof a loan of US$17.200.000.00 USD (Seventeen million two hundred United State Dollars)

3.2 The applicable rate of interest for the loan will be 5% (five per cent) per annum flat rate to be charged on the principal.

3.3 The Borrower undertakes to repay the loan, together with interest calculated on flat rate basis by reference to the applicable rate (Simple Interest) with one off payment within five years from the date of this agreement.

3.4 The amount to be repaid as per 3.3 above will be as follows:

● Principal : US$17.200.000.00.
● Interest: 5% yearly on the principal equal to: $860,000
● Monthly interest payment: $71,666
● Interest for five years: $4, 300000
● Total amount required for redemption of loan & interest in five (5) years is US$21500000 (Twenty one million, five hundred thousand dollars)

3.5 The Borrower will enjoy the right of an option on its part at its absolute discretion to ask for an extension for the repayment of the loan and interest for a period of up to five years in addition to the initial period of five years.

3.5.1 In case the Borrower decides to exercise of rights its said option the Borrower must send a one month written notice to the Lender confirming that in pursuance of their rights under the existing loan agreement the period of repayment of the loan with interest is extended for another five years or whichever is the case and therefore the repayment of the loan principal and interest will be affected within 10 years from the date of this agreement or upon the anniversary of the extended period.

3.5.2 In case of exercise of the option as above mentioned for another five years the Borrower undertakes to repay the following amounts i.e.

● Principal : US$17.200.000.00.
● Interest: 5% yearly on the principal equal to: $860,000
● Monthly interest payment: $71,666
● Interest for ten years: $8,600000
● Total amount required for redemption of loan & interest in ten (10) years is US$25, 800000 (Twenty five million eight hundred thousand dollars)

3.5.3 The monthly interest payment will be made to the Lender by the Borrower every
Fifth day of every month or the day preceding the fifth day of the month should the fifth day fall on a weekend or holiday.

3.5.4 The principal is not prepaid and will be repaid once at the fifth or tenth year
anniversary of the loan agreement, whichever is applicable.

3.5.5 The Borrower will be entitled to repay the loan amount at any time after the 3rd year anniversary of the agreement from the date this agreement was made without paying any penalty or other charges or expenses for pre-mature termination of the agreement failure of which attracts a 2% surcharge on the original principal sum.

3.5.6 For a pre-mature termination of the agreement the Borrower must give a prior three months written notice to the Lender and there is no surcharge or additional cost to the Borrower.

3.5.7 The written notice referred to in 3.5.1 and 3.5.6 above will be considered as having been duly served to the Lender in case it is sent in the manner hereinafter described that is by registered letter to the address of the Lender declared in this agreement or by normal post to his last known address as notified in writing by the Lender to the Borrower or by facsimile or electronically to the last known facsimile number or to the last known e-mail address of the Lender.

3.5.8 The Lender agrees and undertakes prior to the date that the loan and interest will become due for repayment to advise the Borrower to the address declared herein or to their last known facsimile or electronic address or to the last known e-mail address the full particulars of the Bank and Bank Accounts to which the loan or principal or interest will be transferred in full settlement.

3.5.9 A twelve (12) months grace period will be observed from the date this agreement was made before interest payment can commence. Interest due would be accrued and paid with the interest of the subsequent due dates.

3.6 Within 72 hours the Borrower must notify the Lender of any default in the payment of interest and loan on the due dates failure of which attracts a surcharge of 2% on the original principal sum

3.6.1 It is a default in 3.6 above where the notice was not served within 5 days and where the maximum allowable period of 30days by the notice is exceeded.

DRAWDOWN
4.1 The loan is to be drawn down in one payment on the Drawdown date.

4.2 The Lender within 24hours from the date of signing of this Agreement will notify the Borrower by electronic mail to the e-mail address of the Borrower the Drawdown date which must not be later than 72hours (three calendar days) from the date of signing of this agreement unless another date is agreed upon by the parties through exchange of electronic mail.

4.3 The Drawdown date means that date on which the loan is advanced in full by wire transfer to the Bank account indicated to the Lender by the Borrower.

4.4 The Borrower undertakes within 24hours from the date that the Drawdown date is notified to the above mentioned email address to advise the Lender through the same e-mail address from which notification of Drawdown date was made the name of the Bank and bank account number to which the loan amount will be wire transferred and/or advanced. The said bank account will be the Borrowers bank account.

LAWFULL ORIGIN OF FUNDS
5. The Lender warrants that the loan funds are of lawful origin, they are not tainted with any illegality, the said funds are of non-criminal origin, they are not associated or connected in any way directly or indirectly with any money laundering or terrorist activities or tainted with any breach of the provision of the anti-terrorist laws or of the provisions for the Prevention and Suppression of Money Laundering Activities Law and the loan funds are not connected with any breach of any relevant regulations issued by any governmental, official or other competent authority. This does not preclude compliance with money laundering requirements as required by law before such funds are transferred.

SECURITY
6. The Borrower agrees and undertakes to secure the payment of the principal of the loan and interest in favour of the Lender by providing to the Lender the following securities.

6.1 To execute a Deed of Pledge or see that a Deed of Pledge is executed on 30% of the shares of Thai Binh Construction Company LTD in the share capital of the Owner/Borrower, to be issued in favour of the Lender within (30) thirty days of the Borrower confirming receipt of the wire transfer of the principal or loan amount in their bank account. The 30% shares would be set aside in the share books of the company as part of collateral provision. It will not be distributed, sold or allotted until loan and interest are reimbursed and collateral instruments are cancelled and discharged.

6.2 Lender shall receive a perfected security interest in all of the Borrower corporation’s personal property to secure payment of the $17,200.000.00 indebtedness within 30 day of the funding of the loan.

APPOINTMENT OF DIRECTOR
7.1 The Borrower agrees and undertakes to appoint a person to be nominated by the Lender or the Lender directly as one of the Directors of Thai Binh Construction Company LTD

DOCUMENTARY EVIDENCE
8. The Borrower or its appointed agent upon confirming receipt of the transfer of the principal or loan amount in their bank account undertakes to provide the below documentary evidences to the Lender within (30) thirty days thereafter.

8.1 A Deed of Pledge executed on 30% of the shares of Thai Binh Construction Company L

Kết quả (Anh) 1:

DATED; 2nd day of November 2015 Millar W. John New Zealand And THAI BINH CONSTRUCTION COMPANY LIMITED Vietnam LOAN CONTRACT THIS LOAN CONTRACT is made the 2nd day of November 2015. Between:(A) Millar w. John an individual and natural person, holder of a New Zealand passport # AB394906 and driver license # G579933 of 3 St Giles St Norwich, Norfolk NR2 UK (hereinafter "the Lender", of the one part).And, (B) the Thai Binh Construction Company LTD, (the company) incorporated under the Registrar of Companies of the State of Vietnam, with certificate of incorporation #: 0102336584 dated 10.12.2014 with its business office address at Dang Far Village, Van Far commune, Kim Bang district, Ha Nam province, Vietnam, represented by the CEO/President Tran Thi Van Giang, holder of passport number................ And driver license #................... (hereinafter "the Borrower" of the other part)PREAMBLE(a) Whereas the Lender warrants that he is a private Lender and has available funds that he is ready, able and willing to lend to the Borrower for the funding of its business project.(b) And whereas the Borrower is ready to borrow funds and accept a loan from the Lender for the purpose of implementing its business project.(c) And whereas the Lender declares that he has obtained all relevant facts, information, data, documents, studies and reports requested from the Borrower and have conducted due diligence and states that everything appears to be of his absolute satisfaction. NOW IT IS HEREBY MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE PARTIES AS FOLLOWS:The preamble to this agreement constitutes an integral and inseparable part thereof. MULTI-PURPOSE 2. The purpose of this Agreement is to set out the terms and conditions on which the Lender will make available to the Borrower the loan herein specified. LOAN PROVISION DETAILS 3.1 The Lender agrees and undertakes to lend and make available to the Borrower in accordance with the terms hereof a loan of US $ 17.200.000.00 USD (Seventeen million two hundred United State Dollars)3.2 The applicable rate of interest for the loan will be 5% (five per cent) per annum flat rate to be charged on the principal.3.3 The Borrower undertakes to repay the loan, together with interest calculated on a flat rate basis by reference to the applicable rate (Simple Interest) with one off payment within five years from the date of this agreement. 3.4 The amount to be repaid as per 3.3 above will be as follows: ● Principal: $ 17.200.000.00.● Interest: 5% yearly on the principal equal to: $ 860.000● Monthly interest payment: $ 71.666● Interest for five years: $ 300,000 ● Total amount required for redemption of loan & interest in five (5) years is US $ 21500000 (Twenty one million, five hundred thousand dollars)3.5 The Borrower will enjoy the right of an option on its part at its absolute discretion to ask for an extension for the repayment of the loan and interest for a period of up to five years in addition to the initial period of five years. 3.5.1 In case the Borrower decides to exercise its rights of said option the Borrower must send a one month written notice to the Lender confirming that in pursuance of their rights under the existing loan agreement the period of repayment of the loan with interest is extended for another five years or whichever is the case and therefore the repayment of the loan principal and interest will be affected within 10 years from the date of this agreement or upon the anniversary of the extended period. 3.5.2 In case of exercise of the option as above mentioned for another five years the Borrower undertakes to repay the following equivalent i.e.. ● Principal: $ 17.200.000.00.● Interest: 5% yearly on the principal equal to: $ 860.000● Monthly interest payment: $ 71.666● Interest for ten years: $ 8.600000 ● Total amount required for redemption of loan & interest in ten (10) years is US $ 800,000 (Twenty five million eight hundred thousand dollars) 3.5.3 The monthly interest payment will be made to the Lender by the Borrower every Fifth day of every month or the day preceding the fifth day of the month should the fifth day fall on a weekend or holiday.3.5.4 The principal is not prepaid and will be repaid once at the fifth or tenth year anniversary of the loan agreement, whichever is applicable.3.5.5 The Borrower will be entitled to repay the loan amount at any time after the 3rd year anniversary of the agreement from the date this agreement was made without paying any penalty or other charges or expenses for pre-mature termination of the agreement failure of which attracts a 2% surcharge on the original principal sum.3.5.6 For a pre-mature termination of the agreement the Borrower must give a prior three months written notice to the Lender and there is no surcharge or additional cost to the Borrower.3.5.7 The written notice referred to in 3.5.1 and 3.5.6 above will be considered as having been duly served to the Lender in case it is sent in the manner hereinafter described that is by registered letter to the address of the Lender declared in this agreement or by normal post to his last known address as notified in writing by the Lender to the Borrower or by facsimile or electronically to the last known facsimile number or to the last known e-mail address of the Lender. 3.5.8 The Lender agrees and undertakes prior to the date that the loan and interest will become due for repayment to advise the Borrower to the address declared herein or to their last known facsimile or electronic address or to the last known e-mail address the full particulars of the Bank and Bank Accounts to which the loan or principal or interest will be transferred in full settlement. 3.5.9 A twelve (12) months grace period will be observed from the date this agreement was made before interest payment can commence. Interest due would be accrued and paid with the interest of the subsequent due dates.3.6 Within 72 hours the Borrower must notify the Lender of any default in the payment of interest and the loan on the due dates failure of which attracts a surcharge of 2% on the original principal sum3.6.1 It is a default in 3.6 above where the notice was not served within 5 days and where the maximum allowable period of 30days by the notice is exceeded.DRAWDOWN4.1 The loan is to be drawn down in one payment on the Drawdown date. 4.2 The Lender within 24hours from the date of signing of this Agreement will notify the Borrower by electronic mail to the e-mail address of the Borrower the Drawdown date which must not be later than 72hours (three calendar days) from the date of signing of this agreement unless another date is agreed upon by the parties through the exchange of electronic mail. 4.3 The Drawdown date means that the date on which the loan is advanced in full by wire transfer to the Bank account indicated to the Lender by the Borrower. 4.4 The Borrower undertakes within 24hours from the date that the Drawdown date is notified to the above mentioned email address to advise the Lender through the same email address from which notification of Drawdown date was made the name of the Bank and bank account number to which the loan amount will be wire transferred and/or advanced. The said bank account will be the Borrowers bank account.LAWFULL ORIGIN OF FUNDS5. The Lender warrants that the loan funds are of lawful origin, they are not tainted with any illegality, the said funds are of non-criminal origin, they are not associated or connected in any way directly or indirectly with any money laundering or terrorist activities or tainted with any breach of the provision of the anti-terrorist laws or of the provisions for the Prevention and Suppression of Money Laundering Activities Law and the loan funds are not connected with any breach of any relevant regulations issued by any governmental, official or other competent authority. This does not preclude compliance with money laundering requirements as required by law before such funds are transferred.SECURITY6. The Borrower agrees and undertakes to secure the payment of the principal of the loan and interest in favour of the Lender by providing to the Lender the following securities. 6.1 To execute a Deed of Pledge or see that a Deed of Pledge is executed on 30% of the shares of Thai Binh Construction Company LTD in the share capital of the Owner/Borrower, to be issued in favour of the Lender within (30) thirty days of the Borrower confirming receipt of the wire transfer of the principal or loan amount in their bank account. The 30% of the shares would be set aside in the share books of the company as part of collateral provision. It will not be distributed, sold or allotted until loan and interest are 464a and collateral instruments are cancelled and discharged.6.2 Lender shall receive a perfected security interest in all of the Borrower corporation's personal property to secure payment of the indebtedness within 30 day 200.000.00, $17 of the funding of the loan.APPOINTMENT OF DIRECTOR7.1 The Borrower agrees and undertakes to appoint a person to be nominated by the Lender or the Lender directly as one of the Directors of Thai Binh Construction Company LTD DOCUMENTARY EVIDENCE 8. The Borrower or its appointed agent upon confirming receipt of the transfer of the principal or loan amount in their bank account undertakes to provide the below documentary evidences to the Lender within (30) thirty days thereafter.8.1 A Deed of Pledge executed on 30% of the shares of Thai Binh Construction Company L

Kết quả (Anh) 2:

Dated; 2nd day of November 2015 John W. Millar New Zealand And THAI BINH CONSTRUCTION COMPANY LIMITED Vietnam LOAN CONTRACT LOAN THIS CONTRACT is made ​​the 2nd day of November 2015 . Between: (A) John W. Millar security of the individual and natural person, holder of New Zealand passport and driver license # AB394906 # 3 St Giles St G579933 of Norwich, Norfolk NR2 UK (hereinafter "the Lender" of the one part). And, (B), Thai Binh Construction Company LTD, (the company) Incorporated under the Registrar of Companies of the State of Vietnam, with certificate of incorporation #: 0102336584 dated 10.12.2014 with its business address at Dang Xa Village office, Van Xa commune, Kim Bang district, Ha Nam province, Vietnam, represented by the CEO / President Tran Thi Van Giang, holder of passport number ................ And drivers license # ................... (hereinafter "the Borrower" of the other part) Preamble (a) WHEREAS the Lender Warrants mà he is a private Lender and has That he is ready Funds available, Able and willing to lend to the Borrower for the Funding of its project business. (b) the Borrower is ready còn And to borrow Funds and accept a loan from the Lender for the purpose of its Implementing business project . (c) the Lender Declares còn And he has thu được all the relevant mà facts, information, data, documents, studies and reports from the Borrower and have cầu Conducted due diligence and states mà vẻ everything to be of his absolute satisfaction. NOW IT IS Agreed AND HEREBY MUTUALLY BETWEEN AND BY THE tuyên bố AS FOLLOWS parties: - The preamble to this agreement constitutes an integral and inseparable part thereof. PURPOSE 2. The purpose of this Agreement is to set out the terms and conditions on đó Lender to the Borrower will make available the loan Herein specified. LOAN PROVISION DETAILS 3.1 The Lender agrees and undertakes to lend and make available to the Borrower accordance with the terms print hereof a loan of US $ 17.200.000.00 USD (Seventeen million two hundred United State Dollars) 3.2 The applicable rate of interest for the loan will be 5% (five per cent) per annum to be Charged flat rate on the principal. 3.3 The Borrower undertakes to repay the loan, together with interest calculated on flat rate basis by reference to the applicable rate (Simple Interest) with one off payment five years from the date trong of this agreement. 3.4 The amount to be repaid as per 3.3 above sẽ to as follows: ● Principal: US $ 17.200.000.00. ● Interest: 5% yearly on the principal equal to: $ 860,000 ● Monthly interest payment: $ 71.666 ● Interest for five years: $ 4, 300000 ● Total amount required for redemption of loan & interest print five (5) years is US $ 21,500,000 (Twenty one million, five hundred thousand dollars) 3.5 The Borrower will enjoy the right of an option on its part at its absolute discretion to ask for an extension for the repayment of the loan and interest for a period of up to five years to the initial print addition of five years period. 3.5.1 In case the exercise of rights Borrower Decides To its option the Borrower phải said one month send a notice to the Lender confirming ghi print có có pursuance of rights under the existing loan agreement the period of repayment of the loan is extended for another interest with five years or whichever is the case and therefore the repayment of the loan principal and interest will be 10 years from the trong AFFECTED date of this agreement or upon the anniversary of the extended period. 3.5.2 In the case of exercise of the option for another five Mentioned above as the Borrower undertakes to repay years sau tiền ie ● Principal: US $ 17.200.000.00. ● Interest: 5% yearly on the principal equal to: $ 860,000 ● Monthly interest payment: $ 71.666 ● Interest for ten years: $ 8.600000 ● Total amount required for redemption of loan & interest print ten (10) years is US $ 25, 800000 (Twenty five million eight hundred thousand dollars) 3.5. 3 The monthly interest payment to the Lender Will Be made ​​by the Borrower every day of every month Fifth day or the fifth day of the PRECEDING the month shouldnt the fifth day fall on a weekend or holiday. 3.5.4 The principal is not prepaid and sẽ repaid once at the fifth or tenth year anniversary of the loan agreement, whichever is applicable. 3.5.5 The Borrower will be entitled to repay the loan amount at any time after the 3rd year anniversary of the agreement from the date this agreement was without paying any penalty made ​​or other charges Expenses for pre-mature or termination of the agreement failure of mà attracts a 2% surcharge on the original principal sum. 3.5.6 For a pre-mature termination of the agreement the Borrower phải give a prior three months notice to the Lender Written speaker and there is no surcharge or additional cost to the Borrower. 3.5.7 The Written notice 3.5.1 and 3.5.6 Referred to print Will Be Considered as having above được duly served it to the Lender print case is sent in the Manner hereinafter tả nằm by letter to the address registered of the Lender in this agreement or tuyên bố by normal post to his last known address as Notified print writing by the Lender to the Borrower or by facsimile or electronically to the last known facsimile number or to the last known e-mail address of the Lender. The Lender agrees and undertakes 3.5.8 prior to the date loan and interest will rằng trở Due to Advise the Borrower for repayment to the address or to ask for their Herein last tuyên bố facsimile or electronic known address or to the last known e-mail address the full particulars of the Bank and Bank Accounts to đó loan principal or interest or full settlement Will Be Transferred print. 3.5.9 A twelve (12) months grace period will Be Observed from the date this agreement is before interest payment was made ​​can commence. Interest accrued and paid vì would be with the interest of the subsequent Due dates. 3.6 Within 72 hours notify the Lender the Borrower phải in the payment of any default of interest and loan on the Due Dates of mà attracts a surcharge failure of 2% on the original principal sum It is a default printer 3.6.1 above 3.6 was not served notice where the trong 5 days and where the maximum period of 30days Allowable by the notice is exceeded. drawdown 4.1 The loan is to be drawn down in one payment on the Drawdown date. 4.2 The Lender trong from the date of signing 24hours of this Agreement will notify the Borrower by electronic mail to the e-mail address of the Borrower the Drawdown date be later coal phải mà 72hours (three calendar days) from the date of signing of this agreement is nếu another date Agreed upon by the parties through exchange of electronic mail. 4.3 The date Drawdown date on đó vì loan is advanced by wire transfer print full account to the Bank indicated to the Lender by the Borrower . 4.4 The Borrower undertakes 24hours from the date trong rằng date Drawdown is Notified to the email address above Mentioned to Advise the Lender through the same e-mail address from mà notification of Drawdown date was made ​​the name of the bank and bank account number to đó loan amount will be wire truyền and / or advanced. The said bank account bank account will be the Borrowers. LAWFULL ORIGIN OF FUNDS 5. The Lender Warrants rằng loan Funds are of Lawful origin, chúng not Tainted with any illegality, the said Funds are of non-criminal origin, associated or connected chúng not in any way or indirectly with any trực Money Laundering or terrorist hoạt or Tainted with any Breach of the anti-terrorist PROVISION of the laws or of the Provisions for the Prevention and Suppression of Money Laundering Activities Law and the loan Funds are not connected with any Breach of any the relevant Regulations Issued By any Governmental, official or other Competent authority. This does not preclude compliance with Money Laundering requirements as required by law is before such 'Funds are truyền. SECURITY 6. The Borrower agrees and undertakes to secure the payment of the principal of the loan and interest in Favour of the Lender print to the Lender by nếu sau securities. 6.1 To execute a Deed of Pledge or a Deed of Pledge mà see is executed on 30% of the Shares of Thai Binh Construction Company LTD in the share capital of the Owner / Borrower, to be Issued print Favour of the Lender trong (30) thirty days of the Borrower confirming receipt of the wire transfer of the principal loan amount or trong bank account. The 30% would be set aside Shares in the share of the company books as part of Collateral PROVISION. It will not be distributed, sold or allotted loan and interest are off until reimbursed and Collateral instruments are canceled and discharged. 6.2 Lender shall only receive a perfected security interest in all of the Borrower printing corporation's personal property to secure payment of the $ 17,200.000.00 indebtedness trong 30 day of the Funding of the loan. Appointment OF DIRECTOR 7.1 The Borrower agrees and undertakes to appoint a person to be nominated by the Lender or the Lender trực as one of the Directors of Thai Binh Construction Company LTD Documentary Evidence 8. The Borrower or its appointed agent upon confirming receipt of the transfer of the principal loan amount or bank account trong cung undertakes to documentary evidences the below to the Lender trong (30) thirty days Thereafter. 8.1 A Deed of Pledge executed on 30% of the Shares of Thai Binh Construction Company L