Draft: efta02313144

From: Karyna Shuliak Sent: Saturday, FebruPyligill M To: Alex Peto Cc: Marc Leon Subject: Re: Bin Ennakhil¶

Dear Alex,¶

We assume we are not the first to be surprised at a Christi=s Broker suggesting payment to a trust in the BVI re shares in a Lich=enstein co with no due diligence, no guarantees, no insurance, no title, re=ating to property in Morocco and bank accounts in the United States in an a=tempt to avoid both capital gains and transfer tax. The lawyers dont know w=ere 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 n= one was willing to sign, is that correct?¶

Thank=you.¶

Best regards, =span style="background-color: rgba(255, 255, 255, 0);">¶

<=iv dir="ltr">Ka=yna¶

On Feb 15, 2019, at 1:07 PM, Karyna Sh=liak wrote:¶

Dear Alex,¶

Thank you for your email. =/div>¶

I am sure you are aware that this "real estate contract"=is highly irregular for Americans. 1. It is not a real e=tate contract, it is a purchase of an offshore entity, creating many c=mplexities for americans.¶

2. There was never a=y discussion about real estate fees on top of the price. We have bought man= properties, including through Christies and a commission was always paid b= seller.

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

4. We would have to be indemnified=for all taxes due to morroccan government on transfer and unknown lia=iltiles of the co., especially as you might imagine, this purchase wo=ld be very high profile.

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

6. We were hoping for a quick closing. With this struct=re it is not possible, and money would need to be withheld for years to bac= up the indemnity. It is very disappointing. We are told that liabilt=es would extend approx 7 years, so a payment of 10m day one and 2 milliion p=r year for 8 years might work. There clearly is no perfect title transfer u=der your proposed structure. Four jurisdictions, real estate and corp=rate and disclosure rules in each. Can you make a suggestion?

<=iv dir="ltr"> Thank you.¶

Best regards, =br>¶

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

Dear Karyna=div class="">¶

The vendor will not acc=pt less than 25m euros net to him - our agency fees can either be paid by y=u or by the vendor but if he pays then the price would need to be 26m euros=¶

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

to call you. If you would like to discuss any of the above over the tel=phone please let me know a convenient time¶

All the best
Alex
<=div>
Alex Peto Partner =ont

&nb=p;www.k=nsingtonmorocco.com http://www.kensingtonmorocco.com/¶

Find us on Facebook https://www.fac=book.com/kensingtonmorocco/ I <= href="https://www.instagram.com/kensington.morocco/" style="color: rgb=149, 79, 114);" class="">Instag=am Twitter=/0:p>¶

=nbsp; Private Office Marrakech¶

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	<=iv class="">On Feb 14, 2019, at 21:23, Karyna Shuliak
	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="">
	Dear Karyna,
information:	Please find attached a draft of the sale contract of the shares an= some requested
	- No transfer taxes. It is a share deal without transfer taxesq=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></kaufvertr.g.doc>
	Alex Peto Partner
<=pan rang= i-K-MA c ass= > www. ensing onmorocco.com <http: www.kens="ngtonmorocco.comk\</td"></http:>

Instagram=/span> I Twitter</=:p>¶

<=span>¶

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wrote:	On Feb 13, 2019, at 12:48, Karyna Shuliak
	=meta http-equiv="content-type" content="text/html; charset=utf-8" cla=s=""> Dear Alex,
due diligence that has been done on sellers co.=	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
	=div dir="ltr" class="">Thank you.
	Best regards,
	Karyna
wrote:	On Feb 13, 2019, at 9:04 AM, Alex P=to

	Dear Karyna
gets back later today.	Marc is on his way back from Italy today but w=11 send you a contract when he
	=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/ I¶

Instagram4span> I Twitter</=:p>¶

¶

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

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; textindent: 0px; text-=ransform: none; white-space: normal; word-spacing: Opx; -webkit-text-stroke=width: Opx; textdecoration: none;" class="">¶

Alex,¶

¶

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 world accept 25m euros.¶

All the best¶

¶

&n=sp; Find us o= =acebook¶

https://www.facebook.com/kensingtonmorocco/ I https://www.instagram.com/kenning=on.morocco/Twitter https://twitter.com/kens_properties¶

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>¶