<table><tr><th>From:</th><th>Karyna Shuliak</th></tr><tr><td>Sent:
To:</td><td>Monday, February 18, 2019 5:39 PM
Jeffrey</td></tr><tr><td>Subject:</td><td>Fwd: Bin Ennakhil</td></tr></table>

Begin forwarded message:

| Field | Value |
|---|---|
| From | Alex Peto — <redacted email> |
| Date | February 18, 2019 at 4:27:11 PM GMT+ (displayed as "GMT+=") |
| To | Karyna Shuliak — <redacted email> |
| Cc | Marc León — <redacted email> |
| Subject | Re: Bin Ennakhil (displayed as "Su=ject: Re: Bin Ennakhil") |

Additional surrounding text (verbatim, shows quoted-printable artifacts):
- "In order to progress matter= the owner would like first to see the letter from JP Morgan confirming the=funds are available along with a written offer with the identity of the buy=r."

Key entities:
- Alex Peto (sender)
- Karyna Shuliak (recipient)
- Marc León (cc)
- JP Morgan
- Owner, buyer (referenced)

In order to progress matter= the owner would like first to see the letter from JP Morgan confirming the=funds are available along with a written offer with the identity of the buy=r.

Once received a=swers to all your questions will follow.

Many thanks

All the best

Alex

=br class="">
Alex Peto
Partner</=ont>
&n=sp;
(Offi=e)
(Maroc Cell)
(UK Cell)
&nb=p;www.k=nsingtonmorocco.com <http://www.kensingtonmorocco.com/>

Find us on Facebook <https://www.fac=book.com/kensingtonmorocco/> | <= href="https://www.instagram.com/kensington.morocco/" style="color: rgb=149, 79, 114);" class="">Instag=am | Twitter=/o:p>

=nbsp; Private Office Marrakech

Please consider the enviro=ment before printing this email.

This e-ma=l may contain confidential and/or privileged information. If you are not th= intended recipient (or have received this e-mail in error) please notify t=e sender immediately and destroy this e-mail. Any unauthorized copying, dis=losure or distribution of the material in this e-mail is strictly forbidden=

<=iv class="">On Feb 18, 2019, at 00:25, Karyna Shuliak <██████████████████> wro=e:

Dear Alex,

Can you please ask Marc to provide a tax opinion that n= tax is owed and a method to indemnify us re transfer and capital gains,&nb=p; as well as KYC requirements. Ultimate beneficial owner of seller must be=checked as not to be on sanction list. Do you want a deposit, escrow,=inspection period costs etc.? The fact that the co hold the shares means li=tle as you know. Who will insure the title? The owner will have a letter fr=m JP morgan, guaranteeing availble funds.

Thank you.

Best=regards,

Karyna

██████████████<mailto:██████████████> wrote:

</=iv>

<signature> <=iv class="">

Sorry for t=e delay - Marc is gathering information for you and will respond shortly.</=iv>

All the best
<=iv class="">

Alex

Alex Peto
Partner

(Office) ████████████<=div>
(Maroc Cell) ████████████(UK Cell) ████████████
<=pan lang="FR-MA" class=""> www.kensingtonmorocco.com <http://www.kens=ngtonmorocco.com/>

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> |

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Twitter</=:p>

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## <=span>

Private Office M=rrakech
</=pan>
1st Flo=r, Imm El Pacha
67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

<unknown.png>

=span class="">

Please consider the environ=ent before printing this email.

This e-mai= may contain confidential and/or privileged information. If you are not the=intended recipient (or have received this e-mail in error) please notify th= sender immediately and destroy this e-mail. Any unauthorized copying, disc=osure or distribution of the material in this e-mail is strictly forbidden.=/span>

On Feb 17, 2019, at 15:36, Karyna Shuliak < =<=a» wrote:

=meta http-equiv="content-type" content="text/html; charset=utf-8" cla=s="">

Dear Alex,

I am awaiting a response r=garding the title insurance, tax indemnities, guarantees, deposits and escr=w please. When can we expect an answer?

Thank you.

Best regards,

On Feb 16, 2=19, at 2:43 AM, Karyna Shuliak
<mailto > wrote:

Dear Alex,<span>

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## <=span> (cont.)

We assume we are not the first to be surprised at a Christies Broker s=ggesting payment to a trust in the BVI re shares in a Lichtenstein co=with no due diligence, no guarantees, no insurance, no title, relating to p=operty in Morocco and bank accounts in the United States in an attempt to avoid both capital gains and transfer tax. The lawyers dont know where to beg=n as well, as the date in the contract refers to August of 2017. &nb=p; So this contract was drafted years ago and it appears no one was w=lling to sign, is that correct?

Thank you.

Best regards,

Kary=a

On Feb 15, 2019, a= 1:07 PM, Karyna Shuliak

<mailto:

> > wrote:

Dear Alex,<=div>

Thank you for your email. I am sure you are aware that this "real estate contrac=" is highly irregular for Americans. 1. It is no= a real estate contract, it is a purchase of an offshore entity, creating&n=sp; many complexities for americans. 2. There was never any discussion about real estate fees on to= of the price. We have bought many properties, including through Christies a=d a commission was always paid by seller. 3. The due diligence on a lichtenstein co. will take months.&nb=p; 4. We would have to be indemnifie= for all taxes due to morroccan government on transfer and unknown li=biltiles of the co., especially as you might imagine, this purchase w=uld be very high profile. 5. 1= there a title on file? who would guarantee title transfer? If Christies is=willing that

might work.

6. We were=hoping for a quick closing. With this structure it is not possible, and mon=y would need to be withheld for years to back up the indemnity. It is=very disappointing. We are told that liabilties would extend approx 7 years= so a payment of 10m day one and 2 milliion per year for 8 years might work= There clearly is no perfect title transfer under your proposed structure.&=bsp; Four jurisdictions, real estate and corporate and disclosure rules in e=ch. Can you make a suggestion?

Thank you.

Best regards,

Kary=a

On Feb 15, 2019, a= 9:36 AM, Alex Peto <mailto > > wrote:

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Dear Karyna

The vendor will not accept les= than 25m euros net to him - our agency fees can either be paid by you or b= the vendor but if he pays then the price would need to be 26m euros. =div class="">

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Dear Karyna (cont.)

We have a list of what i=ems he intends to remove - it is not much but for example there is a Gaugui= in the bedroom which of course he will remove - I will get this list and s=nt it to you.

It i= not possible to only buy the asset and it does save you 7% in government t=xes - your lawyers can check the company has no liabilities but I assure yo= anyway it doesn't.

If you would like to discuss any of the above over the telephone p=ease let me
know a convenient time to call you.

All the best

Alex

Alex Peto
Partner

(Office) ████████████<=div>
(Maroc Cell) ███████████(UK Cell) ███████████
<=pan lang="FR-MA" class=""> www.kensingtonmorocco.com
<http://www.kens=ngtonmorocco.com/>

Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> |

Instagram=/span> | Twitter</p>

<=span>
Private Office M=rrakech
</=pan>
1st Flo=r, Imm El Pacha
67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

<unknown.png>

Please conside= the environment before printing this email. This e-mail may contain confidential and/or privileged information. If yo= are not the intended recipient (or have received this e-mail in error) ple=se notify the sender immediately and destroy this e-mail. Any unauthorized c=pying, disclosure or distribution of the material in this e-mail is strictl= forbidden.

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Dear Karyna (cont.)

wrote:

=meta http-equiv="content-type" content="text/html; charset=utf-8" cla=s="">
Dear Alex,

Thank you for your email.

Normally seller pays commission, due diligence period to review=cos books. List of items to be removed needs detailing. Taxes owed. Can we j=st buy the asset? How are we to know that the co has no liabilities? <=span>

Thank you,

Best regards,

Karyna

On Feb 14, 2019, at 7:27 PM, Alex Peto .  > wrote:

Dear Karyna,

Please find attached a draft of the sale contract of the stares and some

requested information:

</=iv>

- No transfer taxes. It is a share deal without transfer=taxes

- Closing costs: Only our real estate agents fe=s, 3% ex VAT

- Time frame: As soon as the funds are tr=nsferred

- Due diligence: All the documents of t=e sellers company are available and this

company has only one asset - Bin E=nakhil in Marrakech

- MEP, roofs control: No but can b= done at anytime

=ll the best

Alex<=div>

<=aufvertrag.doc>

<=iv dir="ltr" class="">
=br class="">
Alex Peto
Partner

(Office) <=div>
(Maroc Cell) UK Cell)

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Dear Karyna (cont.)

<http://www.kens-ngtonmorocco.com/>

Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/>

Instagram=/span> | Twitter</p>

aspan>
Private Office M=rrakech
</=pan>
1st Flo=r, Imm El Pacha
67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

<unknown.png>

Please consider the environment before printing this emai=. This e-mail may contain confidential and=or privileged information. If you are not the intended recipient (or have r=ceived this e-mail in error) please notify the sender immediately and destr=y this e-mail. Any unauthorized copying, disclosure or distribution of the m=terial in this e-mail is strictly forbidden.

On Feb 13, 2019, at 12:48, Karyna Shuliak <blackened out> <a>

wrote:

=meta http-equiv="content-type" content="text/html; charset=utf-8" class="">
Dear Alex,

As you may already know, we are in negotiation= on another property, so please provide as much info as you can, as soon as=you are able to. Taxes on transfer, estimated closing costs, inspections, t=me frame. Has a recent MEP survey been done? Have the roofs been examined? 1= it is in co form, is there due diligence that has been done on sellers co.=

=div dir="ltr" class="">Thank you.

Best regards,

Karyna

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Dear Karyna (cont.)

<mailto:██████████> >= wrote:

Dear Karyna

Marc is on his way back from Italy today but w=ll send you a contract when he
gets back later today.
=br class="">
All the best

Alex

Alex Peto
Partner

(Office <=cliv>
(Maroc Cell) UK Cell)
<=pan lang="FR-MA" class=""> www.kensingtonmorocco.com

<http://www.kens=ngtonmorocco.com/>

Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> |

Instagram=/span> | Twitter</=:p>

<=span>
Private Office M=rrakech
</=pan>
1st Flo=r, Imm El Pacha
67 Rue Ibn Khaldoun, 40000
Marrakech
Morocco

<unknown.png>

Please conside= the environment before printing this email. This e-mail may contain confidential and/or privileged information. If yo= are not the intended recipient (or have received this e-mail in error) ple=se notify the sender immediately and destroy this e-mail. Any unauthorized c=pying, disclosure or distribution of the material in this e-mail is strictl= forbidden.

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Dear Karyna (cont.)

wrote:

=div dir="ltr" style="caret-color: rgb(0, 0, 0); font-family: Helvetica;=font-size: 12px; font-style: normal; font-variant-caps: normal; font-weight: normal; letter-spacing: normal; text-align: start; text- indent: 0px; text--ransform: none; white-space: normal; word-spacing: 0px; -webkit-text-stroke-width: 0px; text- decoration: none;" class="">

Alex,

Thank you.

Karyna

On Feb 12, 2=19, at 4:57 PM, Alex Peto «mailto » wrote:

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Hi Karyna

</=iv>

This is not true. Marc (my business partner you met) fle= to Italy 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 not w=nt to wait for this to be resolved so for a very quick deal I am told he wo=ld accept 25m euros.

All the best

Alex Peto
=b class="">Partner

(Maroc <u>C=ll)</u>
(UK Cell) =font>

=www.ken=ingtonmorocco.com <http://www.kensingtonmorocco.com/>
&nbs=;

&n=sp; Find us o= =acebook

<https://www.facebook.com/kensingtonmorocco/> | <https://www.instagram.com/kensing-on.morocco/> Twitter
<https://twitter.com/kens_properties>

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Private Office Marrakech

1st Floor, Imm El Pacha=/span> 67 Rue Ibn Khaldoun, 40000

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Private Office Marrakech (cont.)

# Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> | Instagram=/span> | (cont.)

## Morocco

=span id="cid:FB3C2ABB-D5E6-479A-9F8C-2F4FF4461F15"

class=""><unknown=png>

Please consider the environment before printing this email.&n=sp; This e-mail may contain confidential and/or p=ivileged information. If you are not the intended recipient (or have receiv=d this e-mail in error) please notify the sender immediately and destroy th=s e-mail. Any unauthorized copying, disclosure or distribution of the mater=al in this e-mail is strictly forbidden.

On Feb 12, 2019, at 15:51, Ka=yna Shuliak
<mailto > > wrote:

Hi Alex,

l=heard that your buyer walked away, is that true?

</=iv>