<table><tr><th>From:</th><th>Karyna Shuliak</th></tr><tr><td>Sent:</td><td>Friday, February 15, 2019 12:07 PM</td></tr><tr><td>To:</td><td>Alex Peto</td></tr><tr><td>Cc:</td><td>Marc Leon</td></tr><tr><td>Subject:</td><td>Re: Bin Ennakhil</td></tr></table>

Dear Alex,

I am sure you are aware that thi= "real estate contract" is highly irregular for Americans. &=bsp; 1. It is not a real estate contract, it is a purchase of a= offshore entity, creating many complexities for americans. &nb=p;

2. There was never any discussion about real estate fees=on top of the price. We have bought many properties, including through Chri=ties and a commission was always paid by seller. <=iv dir="ltr">3.=The due diligence on a lichtenstein co. will take months.

4. We would have to be indemnified for all taxes due to morrocca= government on transfer and unknown liabiltiles of the co., especially as y=u might imagine, this purchase would be very high profile. =

5. Is there a title on file? who would guarantee title transfer= If Christies is willing that might work.

6. We were hopi=g for a quick closing. With this structure it is not possible, and money wo=ld 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. Ther= clearly is no perfect title transfer under your proposed structure. =our jurisdictions, real estate and corporate and disclosure rules in each. C=n you make a suggestion?

Thank you.

<signature> =div dir="ltr")<=r>

Best regards,

Karyna

On Feb 15, 2019, at 9:36 AM, Alex Peto ████████████ wrote:

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

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

It is not possible to only buy t=e asset and it does save you 7% in government taxes - your lawyers can chec= the company has no liabilities but I assure you anyway it doesn't.=/div>

If you would like=to discuss any of the above over the telephone please let me know a conveni=nt time to call you.

Al=x

=div class="">
Alex Peto
Pa rtner</=ont>

&n=sp;

&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 14, 2019, at 21:23, Karyna Shuliak <███████████████████████████████wro=e:

Dear Alex,

Thank you for your email.

Than= you,

Best regards,

## <=span>

Karyna

On Feb 14, 2019, at 7:27 PM, Alex Peto rote: =br class="">

## <=span> (cont.)

Dear Karyna,

Please find attached a draft of the sale contract of the shares an= some requested information:

	- No transfer taxes. It is a share deal without transfer taxes</=iv>

	- Closing costs: Only our real estate agent's fees, 3% e= VAT

	- Time frame: As soon as the funds are transferre=

- Due diligence: All the documents of the selle=s company are available and this company has only one asset - Bin Ennakhil i= Marrakech

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

All the b=st

Alex

<Kaufvertr=g.doc>

Alex Peto is a Partner at www.kensingtonmorocco.com.

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

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## <=span> (cont.)

On Feb 13, 2019, at 12:48, Karyna Shuliak =a»

wrote:

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

On Feb 13, 2019, at 9:04 AM, Alex P=to

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.

<signature> =br class="">

All the best

Alex

Alex Peto
Partner

<=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> I Twitter</=:p>

<=span>

## Dear Karyna (cont.)

Private Office M=rrakech image. The image file name is unknown.png

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wrote:

On Feb 12, 2019, at 23:20, Karyna Shuliak █████████████████████████████ a>>

=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-transform: 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 wrote:

Hi Karyna

</=iv>

## Dear Karyna (cont.)

This is not true. Marc (my business partner you met) fie= 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 world accept 25m euros.

All the best

Alex Peto

=b class="Partner

=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>

- Title: Private Office Marrakech
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On Feb 12, 2019, at 15:51, Ka=yna Shuliak
wrote:

Hi Alex,

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

</=iv>

## Dear Karyna (cont.)