<table><tr><th>From:</th><th>1 &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Sunday, February 17, 2019 11:10 PM</td></tr><tr><td>To:</td><td>Karyna Shuliak</td></tr><tr><td>Subject:</td><td>Fwd: Bin Ennakhil</td></tr></table>

alex,=C2. can you ask marc to provide a tax opinion that no tax is owed.=C240 and a method to indemnify us. re transfer and capital g=ins, as well as KYC requirements. ultimate beneficial o=ner 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 l=ttle as you know. who will insure the title? I will be t=e owner with a letter from JP morgan, guaranteeing availble funds. =C24, thx.

On Sun, Feb 17, 2019 at 2:49 PM Karyna Shuliak <████████████████████████████████████████>
wrote:

Begin forwarded message:

From: Alex Peto
Date: February 17, 2019 =t 6:08:20 PM GMT+1
To: Karyna Shuliak
Cc: Marc Leon <m
Subject: Re: =in Ennakhil

</=iv>

Dear Karyna

Sorry for the delay - Marc is gathering information for you and will res=ond shortly.

All the best

Alex

Alex Peto
Partner</=ont>

████████████████████████████████

www.kensingtonmorocco.com <http://www.kensingtonmo=occo.com/>

Find us on Facebook <https://www.facebook.com/kensingtonm=rocco/> | Instagram <https://www.instagr=m.com/kensington.morocco/> | Twitter <https://twitter.com/kens_properties> <=pan style="font-size:12pt;font-family:"Times New Roman",serif"=

Private Office Marrakech</=iv>

1st Floor, Imm EI=Pacha
67 Rue Ibn=Khaldoun, 4000O
Marrakech

=/span>

=div style="color:rgb(0,0,0);font-family:Helvetica;font-size:12px;font-st=le:normal;font-variant-caps:normal;font-weight:normal;letter-spacing:norma=;text-align:start;text-indent:0px;text-transform:none;white-space:normal;w=rd-spacing:0px">

Please consider the environment before printing this =mail.

This e-mail may contain confidential and/or privileged informa=ion. If you are not the intended recipient (or have received this e-mail i= error) please notify the sender immediately and destroy this e-mail. Any =nauthorized copying, disclosure or distribution of the material in this e-=ail is strictly forbidden.

On Feb 17, 2019, =t 15:36, Karyna Shuliak c;

wrote:

=div>

Dear Alex,
<=pan style="background-color:rgba(255,255,255,0)">

I am awaiti=g a response regarding the title insurance, tax indemnities, guarantees, d=posits and escrow please. When can we expect an answer?

=/div>

Best regards,
<=pan style="background-color:rgba(255,255,255,0)">

Karyna

Dear Alex,

We assume we are =ot the first to be surprised at a Christies Broker suggesting paymen= to a trust in the BVI re shares in a Lichtenstein co with no due diligenc=, no guarantees, no insurance, no title, relating to property in Morocco a=d bank accounts in the United States in an attempt to avoid both capital g=ins and transfer tax. The lawyers dont know where to begin as well, as the=date in the contract refers to August of 2017. So this=contract was drafted years ago and it appears no one was willing to sign, rs that correct?

Thank you.

Best rega=ds,

Karyna

<mailto

On Feb 15, =019, at 1:07 PM, Karyna Shuliak > wrote:

Dear Alex,</=pan> Thank you for your email. I am sure you are aware that t=is "real estate contract" is highly irregular for

American=. 1. It is not a real estate contract, it is a purchase=of an offshore entity, creating many complexities for americans. 4>=A0

2. There was never any discussion about real estate =ees on top of the price. We have bought many properties, including through=Christies and a commission was always paid by seller. <=div> =. 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 =ou might imagine, this purchase would be very high profile.

=AO

S. Is there a title on file? who would guarantee title transfer?=lf Christies is

willing that might work.

6. We were hoping f=r a quick closing. With this structure it is not possible, and money would=need to be withheld for years to back up the indemnity. It is very d=sappointing. 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. The=e clearly is no perfect title transfer under your proposed structure..=A0 Four jurisdictions, real estate and corporate and disclosure rules in e=ch. Can you make a suggestion?

Karyna

=br>On Feb 15, 2019, at 9:36 AM, Alex Peto

<mailto: > wrote:

## Dear Karyna

The ven=or will not accept less than 25m euros net to him - our agency fees can ei=her be paid by you or by the vendor but if he pays then the price would ne=d to be 26m euros.

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

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

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

know a convenient time to call you.

</div>
All the best

Alex

<=iv>

## Alex Peto

Partne=

www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/>

## =C24k Find us on Facebook = Instag=am

<https://www.instagram.com/kensington.morocco/> | Twitter <https://=witter.com/kens_properties>

<=span>
  Private Office Marrakech=u>

1st Floor, Imm El Pacha<=div>
67 Rue Ibn Khaldoun, 40000=/div>
Marrakech
Morocco

<unknown.png>

Please consider=the environment before printing this email.

This e-mail may contain =onfidential and/or privileged information. If you are not the intended rec=pient (or have received this e-mail in error) please notify the sender imm=diately and destroy this e-mail. Any unauthorized copying, disclosure or d=stribution of the material in this e-mail is strictly forbidden.

## =C24k Find us on Facebook = Instag=am (cont.)

On Feb 14, 2019, =t 21:23, Karyna Shuliak > wrote:

=div>

Dear Alex,</=iv>

Thank you for your email.q=iv>

N=rmally seller pays commission, due diligence period to review cos books. L=st of items to be removed needs detailing. Taxes owed. Can we just buy the=asset? How are we to know that the co has no liabilities?

Thank you,

Best regards,

</=iv>
K=ryna

On Feb 14, 2019, at 7:27 PM, Alex Pe=o

/a>> wrote:

<mailto:

Dea= Karyna,

Please find attached a draft of the sale contr=ct of the shares and some

requested information:

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

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

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

- Due dil=gence: All the documents of the sellers company are available and this com=any has only one asset - Bin Ennakhil in Marrakech

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

All the bes=

Alex

<Kaufvertrag.doc></=iv>

Alex Peto
Partne=

(Office)

## =C24k Find us on Facebook = Instag=am (cont.)

(Maroc <u>Cell)</u>
=UK Cell)

www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/>

## =C2 Find us on Facebook = Instag=am

<https://www.instagram.com/kensington.morocco/> | Twitter <https://twitter.com/kens_properties>

<=span>

Private Office Marrakech=u>

1st Floor, Imm El Pacha<=div>
67 Rue Ibn Khaldoun, 40000=/div>
Marrakech
Morocco

<=div>

<unknown.png>

<=iv dir="ltr">

<=iv style="margin:0cm 0cm 0.0001ptfont-size:11pOont-family:Calibri,san=- serif">Pl=ase consider the environment before printing this email. =br>This e-mail=may contain confidential and/or privileged information. If you are not the=intended recipient (or have received this e-mail in error) please notify t=e sender immediately and destroy this e-mail. Any unauthorized copying, di=closure or distribution of the material in this e-mail is strictly forbidd=n.

<=>

On Feb 13, 2019, =t 12:48, Karyna Shuliak
wrote:

=div>

Dear Alex,</=iv>

As you may already know, we are in negotiations o= another property, so please provide as much info as you can, as soon as y=u are able to. Taxes on transfer, estimated closing costs, inspections, ti=e frame. 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 sellers c=.?

Thank you.

Best rega=ds,

## =C2 Find us on Facebook = Instag=am (cont.)

## Karyna

On Feb 13, =019, at 9:04 AM, Alex Peto

> wrote:

www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/>

=C2 Find us on Facebook = Instag=am
<https://www.instagram.com/kensington.morocco/> | Twitter <https://=witter.com/kens_properties>

<=span>

Private Office Marrakech=u>

1st Floor, Imm El Pachaadiv>
67 Rue Ibn Khaldoun, 40000=/div>
Marrakech
Morocco

<unknown.png>

Please consider=the environment before printing this email. This e-mail may contain =onfidential and/or privileged information. If you are not the intended rec=pient (or have received this e-mail in error) please notify the sender imm=diately and destroy this e-mail. Any unauthorized copying, disclosure or d=stribution of the material in this e-mail is strictly forbidden.

On Feb 12, 2019, =t 23:20, Karyna Shuliak > wrote:

=div>
Alex, </=iv>

As you know, we thought that 20 =as the top. However if you are at 25, I am hopeful that we can come to an =greement. I suggest you send a contract asap, so we know exactly what we a=e buying. I am happy to have the number left blank, but the lawyers will n=ed to decide structure taxes and potential issues. The name of the buyer w=uld be KB Ilc.

## Karyna (cont.)

Th=nk you.

Best regards,</=pan>

Karyna

target="_blank

On Feb 12, 2019, at 4:57 PM, Alex Peto <alex.peto@...> wrote:

## Hi Karyna

This is not true. Marc (my business partn=r you met) flew to Italy yesterday and is currently with the owner, he has=a written offer @ 29m euros but with one complication. The owner is not we=l and does not want to wait for this to be resolved so for a very quick de=l I am told he would accept 25m euros.

All =he best

Alex

Alex Peto
Par=ner

www.kensingtonmorocco.com <http://www.kensingtonmo=occo.com/>

=C2 Find us on Facebook=C2 | =nstagram

<https://www.instagram.com/kensington.morocco/> | Twitter

=1span>
Private Office Marrak=ch

1st Floor, Imm El Pac=a
67 Rue Ibn Khaldoun, 40=00
Marrakech
Morocco

<unknown.png>

Please consider the environment before printi=g this email.

## Hi Karyna (cont.)

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

On Feb 12, 2019, at 15:51, Karyna Shuliak < g=;

wrote:

Hi Alex,

I heard that your bu=er walked away, is that true?

Karyna

=/div>

<=blockquote>

=AO

please note

The information conta=ned in this communication is confidential, may be attorney-client privi=eged, may constitute inside information, and is intended only for th= use of the addressee. It is the property of JEE

Unauthorized use, d=sclosure or copying of this communication or any part thereof is strict=y prohibited and may be unlawful. If you have received this communic=tion in error, please notify us immediately by return e-mail or by e-ma=l to jeevacatio=@gmail.com

<mailto:jeevacation@gmail.com>, and

destroy this communication and all copies thereof,<=r>including all

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=C2

please note

## Hi Karyna (cont.)

The information contained in t=is communication is confidential, may be attorney-client privileged, ma= constitute inside information, and is intended only for the use of =he addressee. It is the property of JEE

Unauthorized use, disclosure=or copying of this communication or any part thereof is strictly prohib=ted and may be unlawful. If you have received this communication in =rror, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.c=m, and destroy this communication and all copies thereof, includ=ng all attachments. copyright -all rights reserved

</=iv>