Form of indemnification Agreement

Form of indemnification Agreement


This Indemnification Agreement (the “Agreement”) is made on this               2014,


(1) CO., LTD

            Address :  
  Representative :  
  Tittle :  


(2)      MR.

            Date of birth :  
  Nationality :  
  ID Card No :  
  Date of issuance :  
  Issued by :  
  Permanent Resident Address :  
  Current Resident Address :  


Create Star Co., Ltd and Mr. Pham Duy Anh are referred to as the “Parties” collectively and “Party” individually.


Co., Ltdand Mr. A have on the date of this Agreement signed a capital financing agreement pursuant to which  Co., Ltdgranted a loan of VND 00,000,000 to Mr.  (the “Capital Financing Agreement”) to finance ’s capital contribution in Vietnam Company Limited (the “Company”) (the “Financed Equity Interest”)and an agreement in respect of the exercise of voting rights in the Company (“Voting Agreement”).

NOW, THEREFORE, the Parties agree as follows:

1.         DEFINITIONS

The terms and expressions used in this Agreement, unless defined otherwise herein shall have the meanings as defined in the Capital Financing Agreement.


During the term of the Capital Financing Agreement, Mr. shall deliver to  Co., Ltdfor its sole enjoyment and benefit all dividends, profits  and cash distributions of any nature distributed to Mr. relating to or arising from his ownership of the Financed Equity Interest.

In avoidance of any doubt, any amount that Mr. receives in relation to the Financed  Equity Interest (including proceeds from the disposal of the Financed Equity Interest) that has not been used for repayment of the Loan shall be delivered to  Co., Ltdfor its sole enjoyment and benefit.


In consideration of agreement in Section 2, Mr. ’s liability toward  Co., Ltdor any third parties in accordance with the Capital Financing Agreement shall only be limited within the amount of Mr. A’s equity interest in the Company and the amount that Mr. Pham Duy Anh received for the reason of being a member of the Company owning the Financed Equity Interest.

If Mr. A incurs any other costs or expenses or subject to any claim from  Co., Ltdor any third parties as the reason of being a member of the Company owning the Financed Equity Interest or being the Borrower under the Capital Financing Agreement in excess of the amount of the Financed Equity Interest and the amount that Mr. A receives in relation to its owning the Financed Equity Interest,  Co., Ltdshall reimburse Mr. A for the exceeding amount.

All taxes, fees and duties, legal fees, bank charges and other costs and expenses incurred by the Parties relating to the execution and performance of the Capital Financing Agreement (if any), including the exercise by  Co., Ltdof its conversion right under the Capital Financing Agreement shall be borne by Mr. A and Mr. A has the right to deduct these expenses from the amount of the dividends, profits  and cash distributions of any nature distributed to him in accordance with Section 2 above before delivery to Co., Ltd, except for his legal fees for advising him in negotiating the relevant transaction documents with Co., Ltdand implementing such documents.

The limitation of the liability under this Section is applicable only if Mr. A does not breach any of his obligations under the Capital Financing Agreement and the Voting Agreement.

  1. Any amendment of and supplement to this Agreement shall be subject to written consent by both Parties.

5.         This Agreement shall be governed and construed in accordance with the laws of Vietnam.

  1.          This Agreement shall take effect from the date on which it is signed and be effective up to the date on which the Loan is fully repaid by Mr.A.

This Agreement is made in 2 (two) sets of original in English and Vietnamese.  In case of discrepancy, the Vietnamese version shall prevail.  Each Party shall keep one (1) set of original.
IN WITNESS WHEREOF, the Parties have entered into this Contract on the day as written above.


Signed by                                                         )

Full name                                                          )

Title                                                                  )



Signed by                                                         )

MR.                                                                )