<table><tr><th>From:</th><th>Karyna Shuliak</th></tr><tr><td>Sent:</td><td>Wednesday, February 20, 2019 7:09 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,

The buyer will be The Haze Trust. Please f=nd enclosed the bank statement that should give you assurance of our abilit= to close the transaction.

Thank you and I now hope you will give us the ans=ers to our questions.

Best regards,

Karyna

Sent from my iPad

On Feb 18, 2019, at 10=27 AM, Alex Peto

Dear Karyna=div class="">

In order to progress ma=ters 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=buyer.

Once recei=ed answers to all your questions will follow.

Many thanks

All the best

Alex

Alex Peto
Partner</=ont>

&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

Marrakech<=div>
Morocco

<unknown.png>

Please consider the environment before printing th=s email.

This e-mail may contain confident=al and/or privileged information. If you are not the intended recipient (or=have received this e-mail in error) please notify the sender immediately an= destroy this e-mail. Any unauthorized copying, disclosure or distribution o= 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

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

Key information:

*   **Sender:** Alex Peto, Partner
*   **Website:** www.kensingtonmorocco.com

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

| Twitter</=:p>

<=span>
Private Office M=rrakech
</=pan>

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 ca=a» <=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.

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

Dear Alex,<=span>

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 a=oid 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

<mailto

On Feb 15, 2019, a= 1:07 PM, Karyna Shuliak
> 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 <alexp=to@me.com
<mailto:alexpeto@me.com> > wrote:

## 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="">

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

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

> 1

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

<=span>
Private Office M=rrakech
</=pan>
██████████████████████
Marrakech
Morocco

<unknown.png>

## Dear Karyna (cont.)

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.

=br class="Apple-interchange-newline" style="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;">

████ On Feb 14, 2019, at 21:23, Karyna Shuliak <██████████████████████████>

## 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 a wrote:

Dear Karyna,

Please find attached a draft of the sale contract of the s=ares and some

requested information:

</=iv>

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

- Closing costs: Only our real estate agent's 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

## =ll the best (cont.)

Alex<=div>

<=aufvertrag.doc>

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

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

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

<=span>
Private Office M=rrakech
< =.an>

Marrakech
Morocco

cunknown.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

wrote:

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

## =ll the best (cont.)

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

<mailt >= wrote:

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

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 classam">

All the best

Alex

Alex Peto

Partner

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

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

<=span>
Private Office M=rrakech
</=pan>
██████████████████
Marrakech
Morocco

<unknown.png>

## =ll the best (cont.)

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.

=br class="Apple-interchange-newline" style="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;">

wrote:

On Feb 12, 2019, at 23:20, Karyna Shuliak

=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 < <mailto



> wrote:

## 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 C=II)

## All the best (cont.)

(UK Cell)

=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>

Private Office Marrakech

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 privileged 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.

<mailto

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

Hi Alex,

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

</=iv>