1. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 1 OF 14 RECEIVER:
AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA SWIFT MESSAGE MT103 MANUAL SWIFT.NET
CONTRACT NO.: KAIBAC/BKI/10+10/2018
This Agreementondeliveryof CashFunds for InvestmentsviaMT103 on MANUAL (hereinafterreferred
to as Agreement) ismade andeffectiveonthis 26TH JULY, 2018 by and between:
PARTY-A / INVESTOR / SENDER
COMPANYNAME KAIBAC AG
COMPANYADDRESS: MORGART NESTRASSE 3
REPRESENTED BY: HERBERT KELLER
BANKNAME: DEUTSCHE BANK AG
BANKADDRESS: FRANKFURT AM MAIN
BANKSWIFT: DEUTDEFF
ACCCOUNT(IBAN)NUMBER 10027650002
ACCOUNTNAME: KAIBAC AG
(hereinafterreferredtoas Investor or Sender),
AND
PARTY-B / PARTNER / RECEIVER
COMPANYNAME
COMPANYADDRESS:
REPRESENTED BY:
Title:
BANKNAME:
BANKADDRESS:

2. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 2 OF 14 RECEIVER:
BANKSWIFT:
IBAN CODE (EUR)
ACCOUNTNAME:
BANKOFFICER:
(hereinafterreferredtoas RECEIVER)
WHEREAS, are individually known as First Party/or PROVIDER and Second Party/or RECEIVER and jointly
knownas Parties;and
WHEREAS, PROVIDER is holding an account at DEUTSCHE BANK AG with cash funds to be transferred to
RECEIVER designated account via SWIFT Message MT103 MANUAL aiming at investments in Hotels &
Prooerties;and
WHEREAS, RECEIVER is ready, willing and able to receive said cash funds into its designated account via
SWIFT.NETMessage andtoexecute the distributionandtransferof saidreceivedfundstodesignatedparties
and bankaccounts viaSWIFT Message,inaccordance to the termsandconditionsinthisAgreement;and
Provider represents and warrants that it has full corporate responsibility permission to enter into this
Agreement.Itherebydeclaresunderpenaltyof perjurythatthe fundsare good,clean,clear,andfreeof non-
criminal origin,andare free andclear of all liens,encumbrancesandthirdpartyinterest.
By signingthisAgreement,Providerrepresentsandwarrants that it is givingto Receiverandits designated
parties, full legal authority to utilize and distribute and transfer cash funds via SWIFT Message MT103
MANUAL, as peragreedtermsand conditionsinthisAgreement.
DESCRIPTION OF TRANSACTION:
1 INSTRUMENT CASH TRANSFER via SWIFT MESSAGE MT103 ON IP / MANUAL
2 FIRST TRANCHE €10 MILLION EURO
3 Second TRANCHE TBA
4 TOTAL FACE VALUE TBA

3. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 3 OF 14 RECEIVER:
PROCEDURE
1. PROVIDER AND RECEIVER EXECUTE, SIGN AND SEAL THE DEED OF AGREEMENT, WHICH THEREBY
AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT;
2. UPON THE RECEIVING THE ABOVE RECEIVERS BANK DETAILS, PROVIDER WILL INSTRUCT HIS BANKERS TO
TRANSFER THE FUNDS FOR INVESTMENT AND ONSUCCESSFUL UPLOAD OF FUNDS THE RECEIVING BANK OFFICER
NEEDS TO DO THE FOLLOWING FOR DOWNLOADING THE INCOMING MT103.
3. THE RECEIVING BANK OFFICER ENTERS THE F20/ TRANSACTION CODE / TRACK CODE / REFERENCE NUMBER INTO
THE SWIFT SYSTEM FOR RETRIEVING OF THE INITIAL TRANSFER. (DOWNLOAD FROM UPPERLINK
INTERNATIONAL SWIFT SYSTEM).
4. UPON LOCATING THE FUNDS, THE RECEIVING BANK OFFICER WILL PROVIDE THE CONFIRMATION SCREENSHOT
OF LOCATING THE FUNDS.
5. UPON RECEIVNG THE CONFIRMATIONS, PROVIDER WILL PROVIDE THE RELEASE CODE MT103 COPY FOR THE
RECEIVING BANK OFFICER TO DOWNLOAD THE FUNDS UPLOADED OF EACH AND EVERY TRANSFER TO THE
BANK’S TRANSITORY ACCOUNT;
6. THE RECEIVING BANK OFFICER IS REQUIRED TO PROVIDE THE SCREENSHOT CONFIRMING THE DOWNLOAD TO
THE BANK’S BENEFIT ACCOUNT;
7. UPON THE SUCCESSFUL CREDIT OF THE FUNDS INTO THE RECEIVERS ACCOUNT, RECEIVER’S BANK OFFICER IS
RESPONSIBLE WITHIN 7 (SEVEN) WORKING DAYS TO RE-DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE
FUNDS VIA SWIFT MT103/202 / BANK TRANSFER, FEES PAID BY THE RECEIVER ACCORDING TO THE PROVIDER’S
WRITTEN ORDER.
8. ALL OTHER TRANCHES WILL BE MADE BY THE PROVIDER, RECEIVED AND RE-DISTRIBUTED/ RE-INVESTED BY THE
RECEIVER UNDER THE UP-MENTIONED PROCEDURE. THERE WILL BE NO E-MAIL CONFIRMATIONS,
COMMUNICATIONS OR SWIFT CONFIRMATIONS BETWEEN BOTH BANKS APART FROM THE MT103 & MT202.
NON-SOLICITATION
ReceiverherebyconfirmsanddeclaresthatProvider,itsassociatesorrepresentativesoranypersonorpersons
on its behalf has/have never been solicitedby any party, its shareholders or associates or representatives in
any way whatsoeverthatcan be construedasa solicitationforthistransactionorforfuture transactions.
Anydelayinorfailureof performancebyeitherpartyof theirrespective obligationsunderthisagreementshall
constitute abreachhereunderandwill giverise toclaimsfordamagesif,andtothe extentthatsuchdelaysor
failuresinperformance are notcausedbyeventsorcircumstance beyondthe control of suchparty.
5 INVESTOR 45% (FORTY FIVE PERCENT) OF THE TOTAL VALUE CREDITED OF THE
TOTAL VALUE FOR PARTY "А"
6 RECEIVER
45% (FORTY FIVE PERCENT) OF THE TOTAL VALUE CREDITED OF THE
TOTAL
VALUE FOR PARTY "B"
7
FINANCIAL
SUPPORT GROUP
10% (TEN PERCENT) OF THE TOTAL VALUE CREDITED OF THE TOTAL
VALUE FOR PARTY "А" AND “B”

4. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 4 OF 14 RECEIVER:
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Earthquake or other
natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable
diligence,the partywill be unable toforesee orpreventorremedy.
REPRESENTATIONS AND WARRANTIES
Organization It is duly organized, validly existing and in good standing under the laws of its jurisdiction of
formation with all requisite power and authority to enter into this Agreement, to perform its obligations
hereunderandtoconduct the businessof the Programand the Subsidiaries.
EnforceabilityThis Agreementconstitutesthe legal,validandbindingobligationof such party enforceablein
accordance withitsterms.
Consents and Authority No consents or approvals are required from any governmental authority or other
Personforit to enterintothisAgreement.All actiononthe partof such partynecessaryforthe authorization,
executionanddeliveryof thisAgreementandthe consummationof the transactionscontemplatedherebyby
such party,have beendulytaken.
No Conflict. The execution and delivery of this Agreement by it and the consummation of the transactions
contemplatedherebybyitdonotconflictwithorcontravene the provisionsof itsorganizational documentsor
anyagreementorinstrumentbywhichitoritspropertiesorassetsare boundoranylaw,rule,regulation,order
or decree towhichit or itspropertiesorassetsare subject.
Receiver.Ithasbeenaffordedthe opportunitytoseekandrelyuponthe adviceof itsownattorney,accountant
or other professional advisor in connection with the execution of this Agreement. The Parties shall do so in
respectof each otherand underthisAgreementwrittenconditions.
Miscellaneous Notice(s)
Any modifications, amendments, addendums or follow on contracts will be executed by the two authorized
signatoriesrespectively.WhensignedandreferencedtothisAgreement,whetherreceivedbymailorfacsimile
transmissionasallandanyfacsimileorphotocopiescertifiedastrue copiesof theoriginalsbythe Partieshereto
shall be consideredasanoriginal,bothlegallybindingandenforceable forthe termof thisAgreement.
Specific Performance; Other Rights
The Partiesrecognize thatseveral of the rightsgrantedunderthisAgreementare uniqueand,accordingly,the
Partiesshall,inadditiontosuchotherremediesasmaybe available tothematlaw or in equity,have the right
to enforce theirrightsunderthisAgreementbyactionsforinjunctive relief andspecificperformance.

5. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 5 OF 14 RECEIVER:
Prior Agreements; Construction; Entire Agreement
ThisAgreement,includingthe Exhibitsandotherdocumentsreferredtoherein(whichformapart hereof),
constitutesthe entire agreementof the Partieswithrespecttothe subjectmatterhereof,andsupersedesall
prioragreementsandunderstandingsbetweenthemastosuch subjectmatterandall such prior agreements
and understandingsare mergedhereinandshall notsurvive the executionanddeliveryhereof.Inthe event
of anyconflictbetweenthe provisionsof thisAgreementandthose of anyjointventuresagreement,the
provisionsof the applicable jointventure agreementshall control.
Amendments
This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument in
writingandsignedbyeachof ProviderandReceiver.
Severability
If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be
invalid, inoperative or unenforceable, such circumstance shall not have the effect of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable, but this Agreement shall be
construedas if such invalid,inoperativeorunenforceable provisionhadneverbeencontainedhereinsoas to
give full force andeffecttothe remainingsuchtermsandprovisions.
Counterparts
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement,andshall become effective whenone ormore such counterpartshave beensignedbyeach
of the Partiesanddeliveredtoeachof the Parties.
Applicable Law; Jurisdiction
ThisAgreementshall be governedbyandconstruedinaccordance withthe lawsof the UK.
Waiver of Jury Trial
The Partiesheretoherebyirrevocablyandunconditionallywaivetrial byjuryinany legal actionorproceeding
relatingtothisAgreementandforanycounterclaimtherein.
Arbitration
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this
contractual agreementasfaraspossible amicably.Inthe eventthatadjudicationisrequiredlocal legal process

6. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 6 OF 14 RECEIVER:
shall be precededwithaccordingtothe principalof the ICCasabove indicated.Where judicialresolutionisnot
thereby achieved, this matter shall be settled by the ICC itself and the decision of which the Parties shall
considertobe finalandbinding.NoState courtof anynationshall havesubjectmatterjurisdictionovermatters
arisingunderthisAgreement.
No Rights of Third Parties
(i) This Agreementismade solelyandspecificallybetweenandforthe benefitof the partiesheretoand their
respective members,successorsandassignssubjecttothe expressprovisionshereofrelatingtosuccessorsand
assigns,and(ii) nootherPersonwhatsoevershall have anyrights,interest,orclaimshereunderorbe entitled
to any benefitsunderoronaccount of thisAgreementasathirdparty beneficiaryorotherwise.
Survival
The covenantscontainedinthisAgreementwhich,bytheirterms,require performanceafterthe expirationor
terminationof thisAgreementshallbe enforceablenotwithstandingthe expirationorotherterminationof this
Agreement.
Headings
Headings are included solely for convenience of reference and if there is any conflict between headings and
the textof thisAgreement,the textshall control.
Currency
Any exchange of fundsbetweenProviderandReceivershall be made inthe same currency inwhich Provider
transferredthe investmentfund(ArticleIII;Section3.0.5.;(b)).Inaddition,all calculationspursuanttothis
IRREVOCABLE FEE PROTECTION AGREEMENT
I, XXXXXXXX, representative of company XXXXXXXXXXXXXX, acting with full responsibility, hereby
irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay
guarantee topay the fee entitledtothe beneficiarieslistedonthisdocument,viaWire transfer,atthe time of
settlement of each and every tranche of the transaction. This Fee Agreement is our irrevocable pay order to
the intermediaries and is and shall remain an intricate part of the contract between the Receiver and the
Provider.

7. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 7 OF 14 RECEIVER:
I, XXXXXXXXXXXX, representative of company XXXXXXXXXXXX, and my legal representative, acting with full
responsibility, hereby irrevocably and unconditionally, without protest or notification, without prejudice,
recourse,ordelayguarantee totransferEuroamount €10,000,000.00 (TEN MILLIONEUROS) withR&E.,tothe
bank account designated by Receiver, as mentioned of this Agreement. This transfer will be done before any
orders,agreementsorarrangementsof Providercome intoeffect.
Thispayordershall remainineffectuntilthis transaction,includinganyrenewals,extensionsandadditionsare
fullycompleted.
ARBITRATION:
All disputes and questions whatsoever which arises between the parties to this agreement and touching on
thisagreementonthe constructionor application thereof oranyaccount cost, liabilitytobe made hereunder
or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the
arbitrationlawsof the ICC.
This agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedesandreplacesall priornegotiationsandproposedagreements,writtenororal.Neitherof theparties
may alter,amend,nor modifythisagreement,exceptbyan instrumentinwritingsignedbybothparties.This
agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event
that either party shall be required to bring any legal actions against the other in order to enforce any of the
termsof thisagreementthe prevailingpartyshall be entitledtorecoverreasonablyattorneyfeesandcosts.
This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original,
legally enforceable document. Generallyrecognized International Standards of Non Circumventionand Non-
disclosure are applicable for a period of Five Years from the date of this document or the last date of the
contract includinganyrenewals,extensionsandadditionsare fullycompletedandwe agree torespectthose.
We herebydeclare thatwe are fullyaware thatthe informationreceivedfromyouisindirectresponse toour
request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of
offering,andisintendedforourgeneral knowledge only.We herebyaffirm, underpenaltyof perjury,thatwe
have requestedinformationfromyouand your organizationbyour choice and free will,andfurtherthat you
have not solicitedusinanyway.Intermediariesare NOTAdvisorsof anykind.
Partiesto thisagreementare independentcontractorsandall contemplatedpaymentsand/ordisbursements
hereunder are divided interests. Nothing in this agreement construes or creates a partnership or
employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are
the independentresponsibilityof eachof the partieshereto.

8. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 8 OF 14 RECEIVER:
The above stated codes and any other identification codes shall remain the same and shall not be changed
until this transaction including any renewals, extensions and additions are fully completed and we agree to
respect those. The transaction code may be amended only by agreement between all parties hereto. This
transmissionviafacsimile will be acceptedasanoriginal andIconfirmthatI have authoritytoexecute thisPay
Order.
This Fee Agreement-Pay order shall be lodged in our bank and a copy will be forwardedto all beneficiaries. I
AGREE TO THE ABOVEIRREVOCABLEFEE PROTECTION AGREEMENT IN ITS ENTIRETY.
This agreement once executed by both parties will become effective as of the date first written above. Any
official notice(s) exchangedbythe partieshereto,shall be sentto the firstmentionedaddress(s) hereinoras
may be attachedby addendahereto.A facsimile orelectronicallytransferredcopydulysignedbybothparties
shall be deemedoriginal.
PROVIDER/SENDER 45% (FORTY FIVE PERCENT) OF THE TOTAL VALUE CREDITED OF THE TOTAL VALUE FOR PARTY "A"
PAYMASTER TBA
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT No.
SWIFT CODE
TRANSFER INSTRUCTIONS SHALL STATE:
“FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYBLE IN CASH IMMEDIATELY UPON RECEIPT BY RECIPIENT’S BANK. ”WIRE
TRANSFER SHALL INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF
BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO Mr Steve
PROVIDER/SENDER 5% (FIVE PERCENT) OF THE TOTAL VALUE CREDITED OF THE TOTAL VALUE FOR PARTY "A"
BANK NAME: TBA CLOSED
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:

9. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 9 OF 14 RECEIVER:
TRANSFER INSTRUCTIONS SHALL STATE:
“FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYBLE IN CASH IMMEDIATELY UPON RECEIPT BY RECIPIENT’S BANK. ”WIRE
TRANSFER SHALL INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF
BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO Mr Steve
RECEIVER 45% (FORTY FIVE PERCENT) OF THE TOTAL VALUE CREDITED OF THE TOTAL VALUE FOR PARTY "B"
COMPANY NAME
COMPANY ADDRESS:
REG. NUMBER:
REPRESENTED BY:
Title:
BANK NAME:
BANK ADDRESS:
BANK SWIFT:
ACCOUNT (EUR)
ACCOUNT NAME:
BANK OFFICER:
RECEIVER SID 5% (FIVE PERCENT) OF THE TOTAL VALUE CREDITED OF THE TOTAL VALUE FOR PARTY "B"
COMPANY NAME
COMPANY ADDRESS:
REG. NUMBER:
REPRESENTED BY:
Title:
BANK NAME:
BANK ADDRESS:
BANK SWIFT:
ACCOUNT (EUR)
ACCOUNT NAME:
BANK OFFICER:

10. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 10 OF 14 RECEIVER:
Agreementandanyjointventure agreementshall be basedonICCregulations.
IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement, on the 05TH MAY 2018
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS ANORIGINALIF TRANSMITTEDIN
SECURE AND CERTIFIED*.PDFFORMAT
AGREED & ACCEPTED BY: SENDER AGREED & ACCEPTED BY: RECEIVER
COMPANY NAME: COMPANY NAME:
REPRESENTED BY: REPRESENTED BY:
“ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”

11. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 11 OF 14 RECEIVER:
EDT (Electronic document transmissions)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in
respect of any provisions of this Contract. As applicable, this Agreement shall be:
1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National
Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on
Electronic Signatures (2001) and
2. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by
the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as
applicable. Either Party may request hard copy of any document that has been previously
transmitted by electronic means provided however, that any such request shall in no
manner delay the parties from performing their respective obligations and duties under
EDT instruments.

12. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 12 OF 14 RECEIVER:
SENDER ROC

13. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 13 OF 14 RECEIVER:

14. TRANSACTION CODE: 20M/BKI/25/2018
DATE: 26, JULY 2018
PROVIDER: PAGE 14 OF 14 RECEIVER:
RECEIVER PASSPORT
RECEIVER ROC
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