<table><tr><th>From:</th><th>1 &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Sunday, February 17, 2019 8:51 PM</td></tr><tr><td>To:</td><td>Karyna Shuliak</td></tr><tr><td>Subject:</td><td>Re: Bin Ennakhil</td></tr></table>

alex, can you ask marc to provide a tax opinio= re transfer and capital gains, as well as KYC requirements. =C2* ultimate beneficial owner of seller. must be chec=ed not to be on sanction list. escrow , deposit. inspe=tion period costs etc.

On Sun, Feb 17, 2019 at 2:49 PM Karyna Sh=liak
wrote:

Be=in forwarded message:

From: Alex Peto <██████████████████████████████████████████████████████████████████████>
Subject: Re: Bin Enna=hil

Dear Karyna

Sorry=for the delay - Marc is gathering information for you and will respond sho=tly.

All the best

Alex</=iv>

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"=

1st Floor, Imm EI=Pacha
67 Rue Ibn=Khaldoun, 40000
Marrakech

Please consider the environment before printing this email...A0

This e-mail may contain confidential and/or privileged information. If =ou are not the intended recipient for have received this e-mail in error) =lease notify the sender immediately and destroy this e-mail. Any unauthori=ed copying, disclosure or distribution of the material in this e-mail is s=rictly forbidden.

On Feb 17, 2019, =t 15:36, Karyna Shuliak > wrote:

Dear Alex,

I am awaiting a response regardin= the title insurance, tax indemnities, guarantees, deposits and escrow ple=se. When can we expect an answer?

Thank you.

Best regards,

Karyna

On Feb 16, 2019, at 2:43 AM, Karyna Shuliak > =rote:

Dear Alex,

We assume we are not the first to be su=prised at a Christies Broker suggesting payment to a trust in the BV= re shares in a Lichtenstein co with no due diligence, no guarantees, no i=surance, no title, relating to property in Morocco and bank accounts in th= United States in an attempt to avoid both capital gains and transfer tax.=The lawyers dont know where to begin as well, as the date in the contract =efers to August of 2017. So this contract was drafted =ears ago and it appears no one was willing to sign, is that correct? Karyna

On Feb 15, 2019, at 1:07 PM, Kary=a Shulia
> wrote:

Dear Alex, Thank you for=your email. I am sure you are aware that this "real e=tate contract" is highly irregular for Americans. 1.=C2* It is not a real estate contract, it is a purchase of an offshore en=ity, creating many complexities for americans. 4=iv>

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

3. The due diligen=e on a lichtenstein co. will take months.

4. We would h=ve to be indemnified for all taxes due to morroccan government on tr=nsfer and unknown liabiltiles of the co., especially as you might imagine,=this purchase would be very high profile.

5. Is t=ere a title on file? who would guarantee title transfer? If Christies is w=lling that

might work.

6. We were hoping for a quick closing= With this structure it is not possible, and money would need to be withhe=d for years to back up the indemnity. It is very disappointing. We a=e told that liabilties would extend approx 7 years, so a payment of 10m da= one and 2 milliion per year for 8 years might work. There clearly is no p=rfect title transfer under your proposed structure. Four jurisdictio=s, real estate and corporate and disclosure rules in each. Can you make a =uggestion?

Thank you.

Best regards,=/span>

Karyna

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

## Dear Karyna

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 then the price would need to be 26m euros.=/div>

We have a list of what items he intends to remove=- it is not much but for example there is a Gauguin in the bedroom which o= 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 asset and it does save =ou 7% in government taxes - your lawyers can check the company has no liab=lities but I assure you anyway it doesn't.

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

know a convenient time to call you.

All the =est

Alex

Alex Peto
Partne=

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

## =C240 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

<unknown.png>

Pleas= consider the environment before printing this email. This e-mail ma= contain confidential and/or privileged information. If you are not the in=ended recipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, discl=sure or distribution of the material in this e-mail is strictly forbidden.=/span>

=/span>

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

Dear Alex,
<=r>
Thank you for your email.

4

## =C240 Find us on Facebook = Instag=am (cont.)

<=pan style="background•color:rgba(255,255,255,0)">Normally seller pays co=mission, due diligence period to review cos books. List of items to be rem=ved needs detailing. Taxes owed. Can we just buy the asset? How are we to =now that the co has no liabilities?

Thank you,

Best regards,

Karyna

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

wrote:

<=div>

Dear Karyna,

=div>Please find attached a draft of the sale contract of the shares and so=e

requested information:

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

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

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

- Due diligence: All the document= of the sellers company are available and this company has only one asset = Bin Ennakhil in Marrakech

	• MEP, roofs control: No but can be d=ne at anytime

All the best

Alex

<Kaufvertrag.doc>

Alex Peto

Partne=



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 Pacha<=div>

67 Rue Ibn Khaldoun, 40000=/div>

## 1st Floor, Imm El Pacha<=div> (cont.)

Marrakech
Morocco

## <unknown.=ng>

<=iv style="letter-spacing:normal;text-align:start;text-indent:0px;text-transform:none;white-space:normal;word-spacing:0px">

Please consider the environment before printing this email. Q=A0 Th=s e-mail may contain confidential and/or privileged information. If you ar= not the intended recipient (or have received this e-mail in error) please=notify the sender immediately and destroy this e-mail. Any unauthorized co=ying, disclosure or distribution of the material in this e-mail is strictl= forbidden.

On Feb 13, 2019, =t 12:48, Karyna Shuliak
<mailto:k > wrote:

Dear Alex,

<=>

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

Karyna

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

<mailto: > wrote:

=ear Karyna

gets back later today.

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

All the best

Alex

=br>
Alex Peto

## <unknown.=ng> (cont.)

Partne=

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 Pacha<=div>
67 Rue Ibn Khaldoun, 40000=/div>
Marrakech
Morocco

<unknown.png>

## Pleas= consider the environment before printing this email.

This e-mail ma= contain confidential and/or privileged information. If you are not the in=ended recipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, discl=sure or distribution of the material in this e-mail is strictly forbidden.=/span>

=/span>

On Feb 12, 2019, at 23:20, Karyna Shuliak <██████████████████████████████████>
<mailto:██████████████████████████> wrote:

Alex,

As you know, we thought that 20 was the top. However i= you are at 25, I am hopeful that we can come to an agreement. I suggest y=u send a contract asap, so we know exactly what we are buying. I am happy =o have the number left blank, but the lawyers will need to decide structur= taxes and potential issues. The name of the buyer would be KB Ilc. <=span> Thank you. style="font-family:Helvetica;font-size:12px;font-style:no=mal;font-variant-caps:normal;font-weight:normal;letter-spacing:normal;text=align:start;text-indent:0px;text-transform:none;white-space:normal;word-sp=cing:0px;text-decoration:none"> <=iv Best dir="ltr" regards, 7 EFTA_R1_01204391 EFTA02313746

## Pleas= consider the environment before printing this email. (cont.)

=br>
Karyna

On Feb 12, 2019, at 4:57 PM, Alex Peto

> wrote:

<=lockquote type="cite" style="font-family:Helvetica;font-

size:12px;font=style:normal;font-variant-caps:normal;font-weight:normal;letter-spacing:no=mal;text-align:start;text-indent:0px;text-transform:none;white-space:norma=;word-spacing:0px;text-decoration:none"> Hi Karyna

This is not true. Marc (my business partner you met) flew to It=ly 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 want t= wait for this to be resolved so for a very quick deal I am told he would =ccept 25m euros.

All the best

Alex

Alex Peto

Partner

<=iv style="font-style:normal;font-variant-caps:normal;font-weight:normal;=etter-spacing:normal;text-align:start;text-indent:0px;text-transform:none;=hite-space:normal;word-spacing:0px;font-size:11pt;margin:0cm 0cm 0.0001pt;=ont-family:Calibri,sans-serif">

www.kensingtonmorocco.com

Find us on Facebook <https://www.faceb=ok.com/kensingtonmorocco/> | Instagram =A0| Twitter <https://twitter.com/kens_=properties> </=pan>

Private Office Marrakech

=font style="font-size:l2px" face="Times New Roman">lst Floor, Imm El Pacha
67 Rue Ibn Khaldoun, 40000
Marrakech
=span style="font-family:"Times New Roman";font-size:l4px">Moro=co

<unknown.png>

> wrot=:

## Pleas= consider the environment before printing this email. (cont.)

=div>
Hi Alex,

I heard that your buyer walked away, is that true=

Karyna

<=r clear="all">

please note

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