THE VILLAGES OF AINA LE'A JOINT DEVELOPMENT AGREEMENT/ LEASE OF UNDIVIDED FRACTIONAL LAND

DATE: 02 MAR 2012

CHOONG HONG KIM

17B LORONG BUNGA MATAHARI lB, TAMANA MAJU JAYA, FASA 3, CHERAS,

56100 KUALA LUMPUR , MALAYSIA

CAGM -CAPITAL ASIA GROUP MANAGEMENT PTE LTD

    Parkview 2, Singapore 188778

AND

DW AINA LE'A DEVELOPMENT LLC of 3231 La Mancha Henderson Nevada 89014, and

HILL REDWOOD DEVELOPMENT of 3875, Hopyard Road, Suite 245 Pleasanton California 94588.

AND

South Jordan Utah 84095

1.

The CO-OWNER is the Owner of an Undivided Fractional Land .02314% or 1/4,320 undivided fee interest (approximately and inclusive of such fractional common areas) being part of a Townhouse Lots under Lot D-1-B and legally described and identified as in the Site Plan and Survey Plan under "Exhibit A" referred to under the Sales Contract. ALL CO­ OWNERS HAVE AGREED TO ENTER INTO AND PARTICIPATE IN THIS JOINT DEVELOPMENT FOR THEIR COMMON INTEREST, BENEFIT AND TO LEASE TO THE BUILDER AT A RENTAL OF USD $500 ("RENT") THE CO-OWNERS' UNDIVIDED LAND FRACTION, which sum is to be paid 90 days from the date of lease.

a.	Co-Owner shall be entitled to the lump sum payable to Co-Owner pursuant to Section 1. herein ("Proceeds"), less the Rent that Co-Owner will have already received . Rent covers the entire 30-month period described in b. below.

b.

TI1e "Estimated Completion Date" shall be different for each phase. The buildings in each of the twenty seven (27) phases will be completed within thirty (30) months after the date of recordation of the first Warranty Deed in each phase . As such, the Estimated Completion Date for each phase may be different.

c.	The "revocability" of the transaction as set forth in the Trust Agreement and the Sales Contract shall not terminate Co-Owner's obligations and responsibilities under this Agreement.

2.

The BUILDER has entered into an Agreement with t11e MASTER DEVELOPER, namely : DW AINA LE' A DEVELOPMENT AND HILL REDWOOD DEVELOPMENT LLC, to undertake the task of developing, construction and completing the development and construction of all the infrastructure, surrounding and abutting areas next to or adjacent to the UNDIVIDED LAND FRACTION PROPERTY .

3.

The BUILDER is duty bound to comply with such LAND USE COMMISSION , STATE OF HAWAII'S DIRECTIONS AS TO BUILDING FOR AFFORDABLE HOUSING IN THE LAND AND LOTS SET OUT FOR TOWNHOUSES UNDER LOT D-1-B UNDER "EXHIBIT A" as referred to under the Sales Contract. The Builder is bound to comply additionally with all other laws and applicable government conditions and requirements.

4.	THE PARTIES TO THIS AGREEMENT AND AINA LE' A LLC, all have interest in ensuring the successful completion of the project development.

5.

Inthe premises, the, UNDIVIDED FRACTIONAL LAND is provided and owned by the CO­ OWNER/OWNERS JOINTLY AND SEVERALLY. THE BUILDER sets to build upon the UNDIVIDED FRACTIONAL LAND and the AINA LE' A LLC and the MASTER DEVELOPER and the BUILDER are required and have undertaken to complete the infrastructure on the LAND, and on the UNDIVIDED FRACTIONAL LAND, as described under such Site Plan and Survey Plan under "Exhibit A" as referred to under the Sales Contract. The Land is owned by the LANDOWNER and CO-OWNERS as tenants in common.

Page 2

Capitalized terms used herein and the Agreement not otherwise defined shall have the meaning set forth in the Sales Contract.

4. "Project" or "project development" shall also be referred to as "Condo Town Home Project," as set forth in the Sales Contract.

1. INDEPENDENT PARTIES

The main purpose of this Joint Development Agreement is to promote the interest of the Parties to this Agreement and also to ensure the smooth co-operation, project development and proper and speedy completion of the Townhouse to be built, so that the Parties may derive value, and profits and meet obligations of sale of Affordable Housing as directed by the Authorities.

This Agreement shall commence as at the date of this Agreement and continue to subsists and bind the Parties until the expiration or sooner determination thereof, upon full and complete satisfaction of all the obligations, commitments, responsibilities, payments envisaged and to be accounted for under this Agreement to each Party or Parties hereof.

-	By execution of this Agreement, give the Builder the right to develop the Land in accordance with the plans and specification approved by Aina Le'a, LLC; provided that such development continues to meet the state and/or county "Affordable Housing" requirements.

-	Irrevocably allow permit and lease, access to his/their UNDNIDED FRACTIONAL LAND PROPERTY to be developed by the BUILDER in accordance with such approved plans and specifications;

-

Not to occupy, use the said UNDNIDED FRACTIONAL LAND PROPERTY in any way , other than as agreed for redevelopment into a Townhouse on the aggregate of Ten Fractional land per Plot, unless the nature and use has been changed or the BUILDER requires another type of approved housing to be built instead;

-	Not to charge any levies, taxes, imposition of use, access in any way to the BUILDER or the LANDOWNER , except for the Lease Rentals as agreed to herein; Not to distract ,interfere, amend, change or impede the progress of the development or building;

-	Sign all necessary documents, submissions, applications, forms or whatever documents forms as is required to facilitate the joint development;

-	To carry out and do all that may be necessary to give effect to the intent, purpose of this Agreement for benefit of the Parties herein.

-	To carry out the building works and construction in accordance to the approved plans and specifications and within the budget and at its own costs and expense or financing arrangements;

-	To co-operate, co-ordinate and liaise with all respective parties, representatives whomsoever so as to achieve smooth operations and project completion on schedule; To procure and obtain a performance bond to ensure the completion of the construction and building works of the project;

-	To carry outall checks, surveys, and undertake to act in the best interests of the Buyer, the Co-Owner and Land Owner in regard to this project development;

-	To be responsible for site responsibility and management and undertake all risks as to project site and indemnify the CO-OWNER and LAND OWNER as to all such risks and damages and costs arising from the project site;

 

-	To procure and ensure that all requisite licenses, permits, approvals have been obtained and monies fees levies paid so that the building and construction may be proceeded upon without delay;

The comprehensive list and description of the works and services, design criteria, description of all works, to be undertaken by the BUILDER, including such infrastructure works to be carried out for the MASTER DEVELOPER AND THE LANDOWNER shall be as annexed under "ANNEX B" hereto.

The BUILDER undertakes to build construct and complete the Townhouse/ Townhouses in accordance with such development and building guidelines, planning parameters , and to obtain the certificate of completion and occupation permit from the necessary government body within 30 months from the date of this Agreement and to bear any responsibility for any delays.

 

The CO-OWNER(S) shall NOT be entitled to claim any right interest benefit on the Building, Townhouse being built on its UNDNIDED FRACTIONAL LAND PROPERTY, unless the BUILDER is in default and in material breach of the terms herein.

The CO-OWNER(S) shall not be at liberty to sell, part with and possess the UNDNIDED FRACTIONAL LAND PROPERTY TOGETHER WITH ITS BUILDING AS

CONSTRUCTED and appropriates for itself all the sale proceeds from the sale of a completed townhouse nor shall the CO-OWNERS by itself having waived its rights to use the UNDNIDED FRACTIONAL LAND PROPERTY be so entitled to use the building and premises or to take physical possession of same or to lease out the said completed building.

The Co-Owners shall not bring any claim of ownership, use or security right and interest or benefit on the Land.

The Co-Owners shall not be at liberty to sell, lease, license, rent, encumber and/or possess the Land.

The BUILDER acknowledges that the BUILDER is constructing on UNDNIDED FRACTIONAL LAND PROPERTY which it does not have any legal interest and that inthe event that it fails to complete and sell the Townhouse so intended to be completed and sold, then the title and ownership still retains with the CO-OWNERS and LAND OWNER.

This contract, agreement shall not be construed as a present transfer of any legal or equitable title in the UNDNIDED FRACTIONAL LAND PROPERTY OF THE CO-OWNERS.

 

 

It is a Condition Precedent of this Agreement that the completed Building or Townhouse is to be sold at an enhanced BEST MARKET VALUE SALE PRICE (subject to any affordable housing restriction guidelines and government requirements) and the SALE PROCEEDS to be distributed in the follmving agreed manner:

CALCULATION FOR AN UNDIVIDED FRACTIONAL LAND PROPERTY - ONE , FRACTION BASIS:

- To The BUJLDER, TRUESTYLE PACIFIC BUJLDERSLLCINTHEIR PARTICIPATION TO COJv.IPLETION AND FOR RETh1BURSEMENT:

- To the MASTER DEVELOPER, DW AINA LE'A LLC AND THE LANDOWNER FOR THE INFRASTRUCTURE COSTS RETh1BURSEMENT:

    • An Agreed lump sum of USD$6,500.

 

(* subject to change)

 

It is expressly agreed hereto, that any balance sums arising from the sale proceeds from the sale of the Completed Propertytrownhouse which is sold for a higher than anticipated sale price, then all remaining balance Sale Proceeds shall be paid over and given to the MASTER DEVELOPER. THE MASTER DEVELOPER HEREBY AGREES TO IRREVOCABLY UNDERTAKE TO INDEMNIFY AND KEEP HARlvILESS the CO-OWNER/S from any cause, action, suits taken against the Builder or Master Developer in respect of the Joint Development Project and in the event that the construction be delayed or fraught for any reasons and if the Joint Development Project is not completed by the agreed 30 months period from the date of contract as at the date of signature by the Seller (same as the sale and purchase contract).

In any event, whether there is no Home Buyer or that the third party Buyer fails neglects or refuse to exercise the Option to Purchase or omits to complete the purchase and unable to pay the balance purchase price as at Completion for any reasons whatsoever and in any event upon and by the end of the 30 months period, then the MASTER DEVELOPER shall notwithstanding BUY BACK from the CO-OWNERS the Undivided Fractional Land or aggregate of such Land Fractions at the agreed total lump sum price of USD$12,500 and no more for each fractional lot

The CO-OWNERS shall also look to the MASTER DEVELOPER to indemnify the CO­ OWNERS for all agreed payment sums to be paid and to fulfill the obligations under the sale and purchase contract and this Agreement before the CO-OWNER shall transfer good title. Both the CO-OWNERS AND THE BUILDER shall be required to sign a contract of sale with the third party BUYER and to sign the Transfer of sale and completion of sale.

The other redress and avenue is for the CO-OWNERJS together with the BUILDER to have the full rights to look for BUYERJS to purchase, should the first third party Buyer not exercise its Option to Purchase or defaults or is unable to complete and the CO-OWNERS AND THE BUILDER SHALL ENFORCE PERFORMANCE OF CONTRACT AND THE MASTER DEVELOPER UNDERTAKES HEREIN TO PURCHASE THE UNDNIDED FRACTION LAND PROPERTY FROM THE CO-OWNERS TOGETHER WITH THE

WHOLE COMPLETED AND FINISHED TOWNHOUSES and make due agreed payments to both the CO-OWNERS AND THE BUILDER, so as to give effect to the intent and purpose of this joint Development Agreement.

The BUILDER commits and undertakes to carry out all an any defects, damages claims made by the third party buyer on the completed Townhouse building and shall indemnify the CO­ OWNERJS for same should any actions be made against the CO-OWNERS for any reasons and this indemnification of the BUILDER to the CO-OWNER SURVNES TERMINATION OF THIS AGREEMENT OR COMPLETION OF THE SALE AND TRANSFER OF THE TOWNHOUSE PROPERTY TO THE THIRD PARTY BUYER.

 

The period for claims on construction defect is limited by Hawaii law.

The Parties agree to first submit any disputes they may have to mediation, for resolution and if same is not successful, then to Arbitration or to such proper court having jurisdiction over the matter or issue in dispute.

14.1. the event for any reasons the BUILDER enters into composition or arrangement with of its creditors or an order is made or an effective resolution passed for winding up or a receiver and/or manager (including judicial manager) is appointed in respect of any of its assets or execution or distress is levied on any goods, machineries of the BUILDER or the BUILDER goes into voluntary liquidation or reconstruction or commits or does any act or thing so as to cause compulsory winding up proceedings to be taken against it or does any things to cause such bankruptcy proceedings against itself, then, the CO-OWNER shall have the right to terminate this Agreement forthwith and recover all costs and damages from the BUILDER, THE INSURER WITH PERFORMANCE BOND and/or call on the MASTE DEVELOPER TO INDEMNITY TO THE CO-OWNER, including exercising such rights as

to retain for the CO-OWNERS the full benefit and use all building materials, structures and works in progress and all tools equipments and belongings of the BUILDER on site.

14.2. If the BUILDER, AND IN DEFAULT, MASTER DEVELOPER fails or neglects or omits to observe and perform any of the terms of this Agreement to build or construct and complete the Townhouse building or such infrastructure then, The CO-OWNERS shall also then have full right and authority in breach thereof, to take such actions as it deems fit as well as to re-enter upon and take possession of its UNDIVIDED FRACTIONAL LAND PROPERTY or any part thereof.

14.3. In the event that there is a material change in the management and control of the BUILDER CORPORATION that would affect the joint project development in any way, then the CO-OWNER shall have the right to require a replacement BUJLDER from the MASTER BUILDER in any case.

No assignment, transfer, or part with this Agreement shall be made, unless the prior written consent of the other.Party is first obtained, provided that same shall not be unreasonably withheld; Provided that the Co-Owner and Land Owner may assign all of its interest in this Agreement to the Trustee of the Trust or subsequent land trusts, as further set forth in the Sales Contract without the prior consent of any party hereto. Upon such assignment, the Trustee shall replace the Co-Owner for all purposes as a party to this Agreement.

This Agreement shall be governed by the laws in which the place of development is and in

this case, the laws in force in Hawaii.

If any part, clause, term of this Agreement shall be deemed or considered invalid, illegal or otherwise unenforceable pursuant to applicable laws by any authority having jurisdiction, such determination shall not impair or otherwise affect the validity, legality or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect .

Copies of all such notices to be given to the MASTER DEVELOPER I AINA LE'A LLC.

 

Any change of address must be made in writing immediately to the other Party.

This Agreement forms the complete and entire Agreement between the Parties and no oral representations or other agreements have been made by the Parties except as specifically stated in this Agreement.

IN WITNESS WHEREOF:

BUILDER - TRUESTYLE PACIFIC

BUILDERS LLC

WITNESS -

LIM JUN JUN

(Print Name)

 

MASTER DEVELOPER

DW AINA LE'A DEVELOPMENT LLC

& HOLL REDWOOD DEVELOPMENT LLC

 

 

 

 

ACKNOWLEDGEMENT OF AINA LE' A LLC

AINA LE' A LLC AS LANDOWNER BEING PRIVY TO ALL MATTERS REGARDING THE JOINT DEVELOPMENT PROJECT HEREBY AGREES AND ASSENTS TO THIS JOINT DEVELOP11ENT ARRANGE11ENTS AND AGREE11ENT S HERETO:

WITNESS