<table><tr><th>From:</th><th>Alex Peto</th></tr><tr><td>Sent:</td><td>Monday, February 18, 2019 3:27 PM</td></tr><tr><td>To:</td><td>Karyna Shuliak</td></tr><tr><td>Cc:</td><td>Marc Leon</td></tr><tr><td>Subject:</td><td>Re: Bin Ennakhil</td></tr></table>

Dear =aryna

In order to =rogress matters the owner would like first to see the letter from JP =organ confirming the funds are available along with a written offer =ith the identity of the buyer.

Once received answers to all your =uestions will follow.

Many thanks

All the best

Alex

Alex =eto
Partner

www.kensingtonmorocco.com

Find us on Facebook I Instagram I Twitter <https://twitter.com/kens_properties>

Private Office Marrakech

1st =loor, Imm El =acha
67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

Please consider the environment before printing =his email.

On Feb 18,2019, at 00:25, Karyna Shuliak
wrote:

Dear Alex,

Can you please ask Marc to provide a tax opinion that no tax =s owed and a method to indemnify us re transfer and capital =ains, as well as KYC requirements. Ultimate beneficial owner of =eller must be checked as not to be on sanction list. Do you want = deposit, escrow, inspection period costs etc.? The fact that the co =old the shares means little as you know. Who will insure the title? The =wner will have a letter from JP morgan, guaranteeing availble funds. =nbsp;

Thank =ou.

Best =egards,

Karyna

On Feb 17, 2019, at 6:08 PM, Alex Peto

Dear Karyna

Sorry for the delay - =arc is gathering information for you and will respond =hortly.

All =he best

Alex

Alex =eto
Partner

www.kensingtonmorocco.com

Find us on Facebook I Instagram I Twitter <https://twitter.com/kens_properties>

## Private Office Marrakech

1st =loor, Imm El =acha

## Private Office Marrakech (cont.)

## <unknown.png>=/span>

Please consider the environment before printing this =mail.

This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden.

On Feb 17, 2019, at 15:36, Karyna Shuliak

wrote:

Dear Alex,

I am =waiting a response regarding the title insurance, tax indemnities, =uarantees, deposits and escrow please. When can we expect an =nswer?

Thank =ou.

Best =egards,

Karyna

On Feb 16, 2019, at 2:43 AM, Karyna Shuliak wrote:

Dear Alex,

We assume =e are not the first to be surprised at a Christies Broker =uggesting payment to a trust in the BVI re shares in a =ichtenstein co with no due diligence, no guarantees, no insurance, no =itle, relating to property in Morocco and bank accounts in the United =tates in an attempt to avoid both capital gains and transfer tax. The =awyers dont know where to begin as well, as the date in the contract =efers to August of 2017. So this contract was =rafted years ago and it appears no one was willing to sign, is that =orrect?

## <unknown.png>=/span> (cont.)

Thank =ou.

Best =egards,

Karyna

On Feb 15, 2019, at 1:07 PM, Karyna Shuliak wrote:

Dear Alex,

Thank you for your email.

I am sure you are aware that this "real estate =ontract" is highly irregular for Americans. =. It is not a real estate contract, it is a purchase of an =ffshore entity, creating many complexities for americans. =nbsp;

2. =here was never any discussion about real estate fees on top of the =rice. We have bought many properties, including through Christies and a =ommission was always paid by seller.

3. The due diligence on a lichtenstein co. will =ake months.

4. We =ould have to be indemnified for all taxes due to morroccan =overnment on transfer and unknown liabiltiles of the co., especially as =ou might imagine, this purchase would be very high =rofile. 5. Is =here a title on file? who would guarantee title transfer? If Christies =s

willing that might work.

6. We were hoping for a quick closing. With this structure it =s not possible, and money would need to be withheld for years to back =p the indemnity. It is very disappointing. We are told that =iabilties would extend approx 7 years, so a payment of 10m day one and = milliion per year for 8 years might work. There clearly is no perfect =itle transfer under your proposed structure. Four jurisdictions, =eal estate and corporate and disclosure rules in each. Can you make a =uggestion?

Thank =ou.

Best regards,

Karyna

On Feb 15, 2019, at 9:36 AM, Alex Pet rote:

## Dear Karyna

The vendor will not =ccept less than 25m euros net to him - our agency fees can either be =aid by you or by the vendor but if he pays then the price would need to =e 26m euros.

We=have a list of what items he intends to remove - it is not much but for =xample there is a Gauguin in the bedroom which of course he will remove = I will get this list and sent it to you.

## Dear Karyna (cont.)

It is not possible to only buy the =sset and it does save you 7% in government taxes - your lawyers can =heck the company has no liabilities but I assure you anyway it =oesn't.

## If you would like to discuss any of the above over the =elephone please let me

| Field | Value |
|---|---|
|Name|Alex|
|Name variant (as shown)|Alex =eto|
|Title|Partner|
|Contact details|Redacted (black box) in image|
|Website|www.kensingtonmorocco.com|
|Social (displayed)|Find us on Facebook | Instagram | Twitter|
|Twitter link|https://twitter.com/kens_properties|
|Office|Private Office Marrakech|
|Address|1st =loor, Imm El =acha<br>67 Rue Ibn Khaldoun, 40000<br>Marrakech<br>Morocco|
|Other image note|<unknown.png> shown|
|Footer/legal note (partial)|"Please consider the environment before printing this e-mail... This e-mail may contain confidential and/or privileged information..."

Please consider the environment before printing this =mail. This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden.

On Feb 14, 2019, at 21:23, Karyna Shuliak =It wrote:

Dear Alex,

Thank you for your email.

## If you would like to discuss any of the above over the =elephone please let me (cont.)

Normally seller pays commission, due diligence period to =eview cos books. List of items to be removed needs detailing. Taxes =wed. Can we just buy the asset? How are we to know that the co has no =iabilities?

Key details from the email:

*   **Sender:** Alex Peto
*   **Recipient:** Karyna
*   **Date:** February 14, 2019
*   **Subject:** Sale contract of shares
*   **Key Points:**
    *   No transfer taxes
    *   Closing costs: Real estate agent fees (3% ex =AT)
    *   Time frame: Upon fund transfer
    *   Due diligence: Documents available. Company has one asset- Bin Ennakhil in Marrakech.
    *   MEP, roofs =ontrol: No but can be done at anytime
*   **Attachment:** Kaufvertrag.doc
*   **Sender's Title:** Partner
*   **Company:** Kensington Morocco
*   **Website:** www.kensingtonmorocco.com
*   **Social Media:** Facebook, Instagram, Twitter
*   **Office:** Private Office Marrakech

1st =Ioor, Imm El =acha

## If you would like to discuss any of the above over the =elephone please let me (cont.)

67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

## <unknown.png>

Please consider the environment before printing this =mail.

This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden.



On Feb 13, 2019, at 12:48, Karyna Shuliak >
wrote:

## Dear Alex,

As you may already know, we are in negotiations on another =roperty, so please provide as much info as you can, as soon as you are =ble to. Taxes on transfer, estimated closing costs, inspections, time =rame. Has a recent MEP survey been done? Have the roofs been examined? =f it is in co form, is there due diligence that has been done on =ellers co.?

Thank =ou.

Best =egards,

Karyna

On Feb 13, 2019, at 9:04 AM, Alex Peto =rote:

## Dear Karyna

Marc is on his way back =rom Italy today but will send you a contract when he

gets back later =oday.

## Dear Karyna (cont.)

All the =est

Alex

Alex =eto
Partner

www.kensingtonmorocco.com

Find us on Facebook I Instagram I Twitter

<https://twitter.com/kens_properties>

Private Office Marrakech

1st =loor, Imm El =acha
67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

<unknown.png>

Please consider the environment before printing this =mail. This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden.

<mailto:

On Feb 12, 2019, at 23:20, Karyna Shuliak =lt; wrote:

>

Alex,

As you =now, we thought that 20 was the top. However if you are at 25, I am =opeful that we can come to an agreement. I suggest you send a contract =sap, so we know exactly what we are buying. I am happy to have the =umber left blank, but the lawyers will need to decide structure taxes =nd potential issues. The name of the buyer would be KB =lc.

## Dear Karyna (cont.)

Thank you.

Best regards,

Karyna

On Feb 12, 2019, at =:57 PM, Alex Peto

> wrote:

## Hi Karyna

This is not true. Marc (my business partner you met) flew to =taly yesterday and is currently with the owner, he has a written offer = 29m euros but with one complication. The owner is not well and does =ot want to wait for this to be resolved so for a very quick deal I am =old he would accept 25m euros.

All the best

Alex

Alex Peto
Partner

www.kensingtonmorocco.com

Find us on Facebook I Instagram I Twitter

<https://twitter.com/kens_properties>

Private Office Marrakech

1st =loor, Imm El =acha
67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

<unknown.png>

Please consider the environment before printing this =mail.

## Hi Karyna (cont.)

This e-mail may =ontain confidential and/or privileged information. If you are not the =ntended recipient (or have received this e-mail in error) please notify =he sender immediately and destroy this e-mail. Any unauthorized =opying, disclosure or distribution of the material in this e-mail is =trictly forbidden.

=div class="">

On Feb 12, 2019, at 15:51, Karyna Shuliak wrote:

Hi =lex,

I heard that your buyer walked away, =s that true?

Karyna

=/div>