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PRELIMINARY AGREEMENT
FOR THE PURCHASE OF SHARES

This Preliminary Sale and PurchaseAgreement (the "Agreement") has been entered into by:

1. 'AGI-BRE PARTICIPATIONS

1 LIMITED'a company, incorporated under the laws of Cyprus, with

headquarters at 10 Diomidous str., ALPHAMEGA-AKROPOLIS BUILDING, 3'd. floor, Office 401.
2024 Nicosia, Cyprus, with reg. No HE 290654 with the Ministry of Commerce, Industry and
Tourism, Department of Registrar of Companies and Official Receiver in Nicosia, Cyprus (the
"Seller"),

ano

2.

AJAKS 90 OOD, a company incorporated under the laws of Bulgaria, entered into the Commercial
registry under Ulc ... with registered office at
represented by .....

(hereinafter "Buyer")

(each a

"P

arty", col lectively the,, parties,')

On this Signing Date:

WHEREAS:
PREAMBLE

A'

B'

The Seller is the sole, exclusive and uncontested owner, possessor and usufructor
of 100% of
the share capital and voting rights of AGI BRE Participations 1 BG EooD (,,The
comp?hy,,),
registered in the companies Register kept by the Registry Agency with
Ulc 201145627 with
seat and management address: Sofia, Region Slatina, 99 Tzarigradsko shose
Boulevard, a
company having a paid-up share capital equal to BGN 2000, which is divided
into 200 (two
hundred) common shares ("The Shares"), each of a par value equal
to BGN 10 (ten leva)
being its sole assetfree of all rights and Encumbrances of third parties.
The Company is currently the sole, exclusive and uncontested owner, possessor
and usufructor
of a real estate property located in the city of sofia, namely: plot of land
with identification
number 68134.1894.492 pursuant to a sketch Ne 24905/1g.04.2012
of the Cadastre Agency,
Sofia with address of the real estate: Sofia, Vitosha region, living quarter
Karpuzitsa with plot
area of 5898 sq.m. along with the built in it Living complex with garages
and spA center with
pool constructed at level "rough construction" pursuant
to construction permit Ne 66124.01.2007
of Chief Architect. The Real Estate Property is subject to a going concern pledge
in favour of
Alpha Bank AE to secure a loan granted to the Company of total
outstanding amount as of the
date of signing this Agreement EUR ....., registered at the Central Registry
or special pledges
under no 2013031301 944 and no......... in the Reat Estate Registry.

c'

The Company does not perform any activity and does not have
other (material) assets or other
(material) liabilities except for those referred to in the preceding paragraph
B.

D'

The Buyer intends to develop and realize a construction project in

the Real Estate property
under paragraph B herein above. The performance of the Buyer's
investment intentions shall
be the core purpose of signing this agreement and acquisition
of the Company Shares.

E'

The Buyer intends to acquire the Company and its asset (the Real Estate property)
free of any
Encumbrance.

IN CONSIDERATION OF MUTUAL UNDERTAKINGS, AGREEMENTS,

REPRESENTATIONS, AND

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WARRANTIES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1.
1.1

INTERPRETATIONS AND DEFINITIONS

Interpretation
In this Agreement, unless the context requires othenvise:

sinqular. efc.: words in the singular include the plural, words in the plural include the singular,
words importing the masculine gender include the feminine, and words importing the feminine
gender include the masculine;
headings, etc.: headings and paragraphs are for the purpose of organisation only and shall not
be used to interpret this Agreement;
incorporation by reference,: references to this Agreement include its Preamble, Recitals and
Annexes (which are incorporated herein by reference) and this Agreement, unless othenruise
stated;

articles. sections, clauses, efc.: references in this Agreement to the Preamble, Recitals, Articles,
Sections, Clauses, Sub-Clauses and Annexes are to the preamble, recitals, articles, sections,
clauses and sub-clauses of, and annexes to, this Agreement, unless othenruise stated:

subordinate legislation: references to a statutory provision include any subordinate legislation

made from time to time under that provision;
persons: references to "persons" shall include individual persons, bodies corporate (wherever
incorporated), unincorporated associations, partnerships and any type of legal entity.
Party or Parties: any reference to Party or Parties under this Agreement shall be referring to the
Buyer and/or the Seller.

1.2

Definitions

In this Agreement, the terms set out below shall have the following meanings:

"Bank-creditor"
"Borrower"
"Business Day"
,,Gession

means 'ALPHA BANK" A.E. a company established and registered

according to the Greek legislation with head office and address of
management in Athens, 40 Stadiou str.
Means AGI BRE Participations 1 EOOD, Bulgaria, UIC 2o2g41g}3
Means a day, other than a Saturday or a Sunday, when banks are open
for business in Sofia and/or Athens.

Agreement" Y"1nt the. agreement

BanK-crecfitor

"Companies

I in final agreed form] between the Buyer and the

as attached hereby in the Appendix 1.

Register"

"Company"

Means the Central Register of Companies maintained by the Registry

Agency of the Republic of Bulgaria;

1 EOOD, registered in the Companies

Register kept by the Registry Agency under utc 20114s627 with seat
and management address: sofia 1113, slatina, 99 Tzarigradsko shose
Means AGI BRE Participations

Boulevard

"completion"

Means the completion of the sale and purchase of the Shares

in accordance with clause 2.4

"Confidential

Means ail data and information in whatever form (incruding,

without limitation, in writing or provided orally or in visual, digitii
or electronic form) relating to or in connection with the prejent

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Information"

Agreement, without limitation:

(i)
(ii)

the contents referred to in art. 3.3;

the existence and status of any discussions or

negotiations relating to this Agreement;

whether or not such information is marked as confidential, together with

any analyses, reports or documents which contain, reflect or

are derived or generated from any such information

and

whether such document or data has been produced before or

after the date of this Agreement.

"Due Diligence"

Means the due diligence to be conducted by the Buyer at its own cost
on the legal, technical, tax and financial aspects of the Company and
the Real Estate Property in accordance with articles 3.3.1 and 3.3.2 of
the present Agreement;

"Encumbrance"

Means any claim, charge, mortgage, security, lien, option, equity, power
of sale, trust, hypothecation, third party rights, right of pre-emption, right

of first refusal or security interest of any kind in respect of shares

and/or the Real Estate Property and/or the Company,s commercial
enterprise;

"Escrow Account"

"Escrow Agent"
"Escrow Agreement"

t'Loantt

Means the account subject to the Escrow Agreement into which the
amounts by the Buyer shall be deposited and shall be opened and
maintained in Euro, in the name of the Bank creditor and under the
exclusive custody and control of the Escrow Agent.

Means........

Means the agreement [in final formj as attached in the present

Agreement as Appendix 7, between the Seller, the Buyer, the Bank_
creditor and the Escrow Agent

Means the amount under Investment Loan Agreement Ne 11grl

04.03.2013 between the Borrower and the Bank-creditor and the
annexes thereto as they appear in the present Agreement in Appendix
?

"Long Stop Date"

Means the date provided for in article 2.4 D of the present Agreement.

"Material"

Means any act, omission or event which may materially and adversely
affect the business or financial position of the company or the purchase

as compared with their value had the act, omission or event not
occurred. An act, omission or event shall be presumed to materially
and adversely affect the business or financial position of the company
or the value of the purchase if the act, omission or event (either arone
or when aggregated with other acts, omissions or events) results in
financial loss to the company or decrease in the company,s net assets
to a value of 200 000 or greater;
"Pledge"

Means the first rank going concern pledge in favour of the Bank creditor to secure the Loan and registered at the central Registry of
special Pledges under Ne 2013031301g44 and Ne......... in the Real
Estate Registry

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"Real
Estate Property"

Plot of land with identification number 68134.1894.492 pursuant to

a sketch Ns24905/19.04.2012 of the Cadastre Agency, Sofia with
address of the real estate: Sofia, Vitosha region, living quarter
Karpuzitsa with plot area of 5898 sq.m. along with the buitt in it Living
Complex with garages and SPA center with pool constructed at level
"rough construction" pursuant to construction permit Ne 66124.01.2007
of Chief Architect

Means the registered equity shares of the Company each one of

"Shares"

nominal value BGN 10, total BGN 2000

2. SUBJECTOFTHEAGREEMENT
2.1 Sale and Purchase of the Shares
A. Subject to the terms and conditions of this Agreement, upon Completion, the Seller shall sell
and the Buyer shall purchase the Shares of the Company together with all entiilements and rights
then attaching to them and free of any Encumbrance.

B. The Buyer shall buy 200 (two hundred) Shares with nominal value of BGN 10 (ten leva) each
representing 100 % of all issued shares of the company's share capital.
G. Together with the Company's Shares, the Seller shall transfer to the Buyer all relating rights
thereto.

2.2.

Purchase Price
The final aggregate purchase price for the Shares (the "Purchase price") comes up to the
amount of ONE (1) EURO. The Purchase Price has been calculated on the basis of the
Company's financial statements provided by the Seller and shall comprise of:

(i)
(ii)

the consideration amount (the "Consideration Amount") for the sale of the Shares as
provided in the present Agreement and,
the cession amount (the "Cession Amount") for the repayment by the Buyer of the Loan
to the Bank-creditor (through purchase of all receivables and relating rights under Loan
and its Annexes (the Glaim) under the Cession Agreement
.

Both Parties mutually agree that the Purchase Price for the acquisition of the Shares
shall be payable

as follows:

2'2.1

For the Cession Amount referred to under 2.2 (ii) the payments shall be
effected as follows:

(i) First amount of EUR [250.000] (two hundred and fifty thousand
euro) shall be deposited upon signing
the Cession Agreement and this Agreement in the Escrow Account in accordance
with the terms
and conditions of the Escrow Agreement and the cession Agreement and
shall remain in the
escrow account until the deadline for the final payment of the price under the
Cession Agreement

(ii)

The remaining amount of EUR 12.250.0001 million (two million and two hundred
and fifty thousand
euro) shall be deposited in the Escrow Account upon expiration of the term for conducting
of the
Due Diligence defined in clause 3.3.1 herein and subject to meeting the conditions
as set forth in

clause 3.5 herein.

2'2.2 For the Consideration Amount, it shall be payable

[upon execution of the Final Share Sale and
Purchase Agreementl.

2.3

Transfer of Title to the Shares

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a.

The Seller, with full title guarantee, shall transfer the ownership of the Shares and all
rights attached thereto (including the right to vote of such Shares in the Company's
General Assembly), free and clear of any Encumbrance subject to the conditions set forth
in this Agreement.

b.

The Seller severally shall waive any right of pre-emption or other restriction on transfer in
respect of the Shares or any of them conferred on him under the Articles of Association of
the Company or otherwise;

2.4

Completion and FinalAgreement

A. The Parties herein agree that the Seller and the Buyer, in addition to this Agreement and the
Cession Agreement which are to be executed on the same day, shall execute a final Share
Sale and Purchase Agreement within (5) five business days from the notice of the Buyer that
the Due Diligence has been concluded or from the expiration of the 2 month period as piovided
for under clause 3.3.1. and in accordance with the mandatory requirements of the Eiulgarian

Commerce Act and in the form attached as Appendix 2 hereto, pursuant to which the
signatures of the Seller's and the Buyer's legal representatives or proxies must be certified by a
Notary public.

B. The Buyer shall undertake within two (2) business days from the execution of the Share Sale
and Purchase Agreement, all acts and things in accordance with the mandatory requirements
of the Bulgarian Commerce Act so as to be registered with the Companies Register as the new
sole owner of the Company. The Seller shall undertake to assist and provide any documents
that are a prerequisite for the registration of the Buyer as a sole owner of the Company or such
other documents that may be required by the Companies Register in order to'register the
transfer of Shares.
C. The Completion can be postponed upon mutual agreement in writing by the parties,

D. Notwithstanding with the above the term for the Completion shall be no more than five
business days after expiration of 2 (two) months as from the signing date of this

Agreement.

3.

CONDITIONS OF THE AGREEMENT AND OBLIGATIONS OF THE PARTIES

3'1

3'2

3'3

The Buyer undertakes to enter into the Cession Agreement on the same date as the present
Agreement, in order to release the Company of its debt to the Bank-creditor through the
acquisition of the Claim under the Loan; furth-ermore, upon signing this preliminary Agreiment
to deposit EUR [250.000] (two hundred and fifty thousand euro; inlne Escrow Account
as a first
payment under the Cession Agreement.
For the period until Completion, the Seller undertakes to ensure that no transactions
of the Real
estate Property or other substantial asset are performed without the prior consent
of the Buyer,
nor that any new liability is incurred, nor that any other asset transaction is performed.
The
Seller undertakes to settle any obligation of the company pending or incurred within the period
until Completion, with the exception of the Loan and except the colts for the
legat and technical
due diligence of the Real Estate Property incurred upon Buyer's initiative.
Afterthe payment underclause 3.1, the Buyershall be entiiled to perform the Due
Diligence of
the
and the Seller shall be bound to provide all requesied information inclu'ding
but
-Company
not limited to:

financial information - FY14 and FY15 annual financial statements and

interim financial
statements as of [31'03.2016], plus any additional analytical information
requested;

that may

be

the Real Estate Property - full history of tiile ownership and transfers; encumbrances
imposed; plans and issued/approved construction related documents;
current

detailed

territorial plan (l-tYft);ctaims by third parties;

taxes - any results from tax audits or sanctions imposed, any tax liabilities
of the Company
existing and potential;
indebtedness - the Loan from the Bank-creditor documents and history
of relations,
other liabilities towards third parties or related parties;

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existing contracts;
claims, court or administrative proceedings and similar.

3.3.1 The term of the Due Diligence shall be up to 2 (two) months after the Signing Date of this
Agreement, subject to timely receipt of all requested documents and information and the
Buyer's obligation to refrain from formal or unsubstantial detail request just to prolong the timing
3.3.2 The results of the Due Diligence must show no other than the liabilities described in the
interim financials as of [31.03.2016] attached as Appendix 6 hereto, incl. potential tax ones; as
well as clean ownership condition regarding the Real Estate Property and territorial status as
disclosed. Once the Due Diligence is concluded, the Buyer shall be obliged to send notice to the
Seller informing him of the conclusion of the Due Diligence.
3.4 Upon completion of the Due Diligence within the conditions under clauses 3.3.1 and 3.3.2 and
within (5) business days from the notice of the Buyer informing the Seller of the conclusion of the
Due Diligence or from the expiration of the 2 month period in accordance with 3.3.1,, the Buyer
shall be bound to deposit the amount of EUR 12.250.0001in the Escrow Account as a second and
final payment under the Cession Agreement.
3.5 Subject to the conditions of the preceding clause, the Seller and the Buyer shall execute the final
Agreement for the transfer of the shares within the terms under clause 2.4.
3.6 Subject to the conditions of the preceding clause, the escrow amount of total EUR .... shall be
utilized for covering the price of the Claim and repayment of the debt under the Loan
3.7 ln case the Due Diligence results are not as specified in clause 3.3.2. , all funds from the Escrow
Account shall be paid back to the Buyer
.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES

4.1. Seller's Representations and Warranties

The Seller hereby represents and warrants to the Buyer that each and every one of the following
statements are accurate, true and not misleading for the purposes of this Agreement:

4'1.1. The Seller is a limited liability company duly incorporated, validly existing and in good
standing under the laws of Cyprus and has all powers and administrative licenses,
authorizations and approvals required to carry on its business as now conducted.

4'1.2 The execution, delivery and performance by Seller of this Agreement and the other
documents to be executed in connection with it are within the Seller's powers as
applicable and the signatories have been duly authorised by all necessary corporate
actions on the part of Seller.

4.1.3. The Company is a Bulgarian sole owned limited liability company, duly organised, validly
existing and it is duly registered so that it can own properties and conduct business. The
authorised, issued and registered capital of the Company consists exclusively of the
Shares; all of the Shares are paid in full in compliance with the Bulgarian law.

4.1.4.The Seller is the sole legal and beneficial owner of the Shares. All of the Shares
are free
and clear of Encumbrances and the Seller has full power to transfer the Shares
to the
Buyel which upon compretion wiil be transferred to the Buyer.
4.1.5. The Company is the sole exclusive and uncontested owner, possessor and
usufructor of
the Real Estate Property, described in detail in item B of this Agreement preambte, there
are no corporeal Encumbrances upon it except the Pledge. The Company has not
concluded other preliminary sale or lease contracts regarding the same Real Estate
Property.

4.1.6. The company does not have other material liabilities except for those under
the Loan at
the outstanding amount of EUR ... . as at the signing date of this agreement
4.2. Buyer's Representations and Warranties

Buyer represents and warrants to the Seller that that each and every one of the following

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statements are accurate, true and not misleading for the purposes of this Agreement:

4.2.1.The Buyer is a private limited liability company duly incorporated, validly existing and in
good standing under the laws of Bulgaria. lt has all powers and administrative licences,
authorizations and approvals required to carry on its business as now conducted.

4.2.2. The execution, delivery and performance by the Buyer of this Agreement and the other
documents to be executed in connection with it, and the consummation of the transactions
contemplated herein and therein are within Buyer's powers as applicable and have been
duly authorised by all necessary corporate actions on the part of Buyer. A full set of such
Buyer's authorization for the execution of this Agreement is hereto attached as Appendix
5.

fhe Buyer irrevocably

4.2.3.

undertakes to execute the conditions for the acquisition of the

Company as stipulated herein. The Buyer shall not step out of this Agreement without
contractual or general legal grounds.

4.2.4. Failure by the Buyer to execute the purchase as stipulated herein, or to authorize
representatives for the execution of the conditions of the purchase in due manner (as set
in section 3 herein), or to undertake any whatsoever necessary action or deed for the
proper execution of the Cession Agreement and this agreement shall constitute breach of
this Agreement by the Buyer and the latter shall owe the amount set forth in clause 5.2
below. The Seller and the Bank-creditor shall be entitled to retain the paid amount of EUR

.....in accordance with the provisions of the Escrow Agreement.

4.2.5 The Buyer is not insolvent or bankrupt under the laws of its jurisdiction of incorporation,
unable to pay its debts as they fall due or has proposed or is liable to any arrangement
(whether by court process or othenrvise) under which its creditors (or any group of them)
would receive less than the amounts due to them. There are no proceedings in relation to

any compromise or arrangement with creditors or any winding up, bankruptcy or

insolvency proceedings concerning the Buyer and no events have occurred which would
justify such proceedings. No steps have been taken to enforce any
security over any
assets of the Buyer and no event has occurred to give the right to enforce such security

4.2.6 The Buyer is not subject to any order, judgment, direction, investigation or other
proceedings by any governmental entity/authority which will, or
are likely to, prevent or
delay the fulfilment of any of the conditions under the present Agreement

4.3

Breach of seller's and Buyer's Representations and warranties

4.3.1.

Upon breach of Warranties and Representations (under clause 4.2) the Seller
shall be
entitled to all remedies provided by this Agreement and Bulgarian Law, including
but not limited

to rescission of this Agreement.

4'3'2

The Buyer shall owe a penalty up to the amount paid under clause 2.2 (i)
herein above
in case of breach of its obligation to transfer the amount under clause 2.2 (ii)
of this Agreement

and failure to execute the conditions of the Completion.

4'3'3' Upon breach of the Warranties and Representations (under clause 4.1.)
the Buyer shall be
entitled to all remedies provided by this Agreement and Bulgarian law, including
but not limited to
rescission of this Agreement.

5. Termination of the Agreement

5.1
5.2

The Agreement shall terminate upon completion as stipulated herein.

Each party shall be entiiled to terminate the Agreement upon breach

by the other Party of its
obligations herein. In particular the Seller and the Bank-creditor shall
be entitled to keep the

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amount of EUR [250.000] in the event that the Buyer steps out of the Agreement or does not

execute timely and properly its payment obligations under the Cession Agreement and the
obligation under clause 2.2 herein in accordance with the provisions of the Escrow Agreement.

5.3

In the case envisaged in clause 3.7. hereinabove or in case any of the representations and
warranties of the Seller are untrue or misleading as at the Completion date, the Agreement shall
be terminated and the funds deposited in the Escrow account shall be paid back to the Buyer.
The Buyer shall not owe any indemnity or compensation to the Seller or the Bank-creditor.

ADDITIONAL PROVISIONS
6.1 Confidentiality
6' 1 .1 Both Parties agree that their officers, directors, advisors and other representatives will keep

strict confidentiality and will not use to the detriment of one another or the Company, any

Confidential Information and any other information and documents relatino

to

this

Agreement.

6.1-2. ln the event of termination of this Agreement for any reason whatsoever both parties shall
return all documents containing Confidential Information received by the other party for
entering into, executing and performing this Agreement.

6.1.3' No press or other public statement or circular shall be made or issued in connection with
the sale and purchase and/or the subject matter of this Agreement unless previously
agreed by both parties.
6.2. Amendment

No amendment of this Agreement shall be effective unless agreed to by all

of the parties and
evidenced by a written instrument signed by all parties.
6.3. lnvalidity and Severability

Whenever possible, each provision of this Agreement shall be interpreted

in such manner as to
be effective and valid. lf any provision of this Agreement shall be held
to be unenforceable or
invalid, in whole or in part, such provision or part shall to that extent
be deemed not to form part
of this Agreement but the legality, validity and enforceability of the remainder
of this Agreement
shall not be affected' In such event, the Parties shall negotiate in good
faith to agree within a
reasonable time on changes or amendments of this Agreement
to replace the provision held to
be illegal, invalid or unenforceable with a provision towards the same purpose
that shall be

legal, valid and enforceable.

6.4. Assignment, Successors and Third-party Rights

This Agreement shall apply to, be binding in all respects
upon, and inure to the benefit of the
legal successors and permitted assignees of the parties.

Except in cases explicitly regulated in this Agreement, nothing

expressed or referred to in this
Agreement shall be construed to give any person other than the parties
any legat or equitable
right, remedy, or claim under or with respect to this Agreement

or any provision of this

Agreement; this Agreement and all of its provisions and conditions
are for the sole and
exclusive benefit of the Parties and their legal successors and permitted
assignees.
6.5. Expenses and Costs

Except if specifically provided by the present or otherwise agreed in

writing between the parties

on or prior to the signing date, each Party will bear its respective expenses
incurred

in

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connection with the negotiation, preparation, execution and performance of this Agreement,
including but not limited to all fees and expenses of agents, representatives, counsel, finders,
investment bankers and accountants.
For the avoidance of any doubt, the Buyer will bear (and will indemnify and hold harmless the
Seller in respect of) all notarisation fees and fees relating to satisfying other transaction duties
under the present Agreement.
6.6. Additional Actions and Documents

The Parties hereby agree to take or cause to be taken such actions necessary to execute this
Agreement, and to obtain consents in order to fully effectuate the purposes of this Agreement.
6.7. Survival of Rights, Duties and Obligations

Unless expressly stated otherwise in this Agreement, termination of this Agreement for any
cause shall not release a Party from any liability that at the time of termination has already
accrued to another Party or accrues to another Party as a result of such termination.
6.8 Waiver

6.8.1 None of the terms of this Agreement shall be deemed to have been waived by any party
hereto, unless such waiver is in writing and signed by that party.

6'8.2. The waiver by any Party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other provision of this Agreement or of any
further breach of the provision so waived.

6.8.3 No extension of time for the performance of any obligation or act hereunder shall be
deemed to be an extension of time for the performance of any other obligation or act.

6.9 Entire Agreement

This Agreement, together with all annexes, certificates, instruments and agreements delivered
pursuant hereto constitute the entire understanding of the Parties with respect

to the subject
matter contained herein, and supersedes and cancels any prior agreements, negotiations,
correspondence, undertakings (expressed or implied) and communications of the parties,
oral or
written, respecting such subject matter. There are no restrictions, promises, representations,
warranties, agreements or undertakings of any Party hereto with respect to
the transactions
contemplated by this Agreement other than those set forth herein or made hereunder.
6.10. Notices

6.10.1Any notice orothercommunication in connection with thisAgreementshall

be in writing,
in English and shall be sufficienfly given or served if delivered or sent:

(i)

To the Buyer:

(ii)

To the Seiler:

6'10.2 Any notice will be considered to be delivered for purposes of this Agreement if
delivered
by hand, or sent by e-mail, or sent by prepaid overnight courier service Dy an
internationally reputable carrier in the case of internationat service.

6'10.3. Without prejudice to the foregoing, any notice shall conclusively be

deemed to have
been received:

a)
b)

on the same Business Day in the place to which it is sent if sent by e-mail;

two (2) Business Days from the time of posting if sent by overnight courier; or

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c)

at the time of delivery if delivered by hand.

6.11. Force Majeure

6.11.1 Neither Party shall be liable for non-performance or improper performance of its
respective obligations, covenants and undertakings under this Agreement, if such nonperformance or improper performance is a result of an effect of force majeure
circumstances. Such circumstances shall be understood as circumstances arising after
the signing of the present Agreement as a result of events of extraordinary nature
unforeseeable or, if foreseeable, unavoidable and insurmountable under such
circumstances by either Party. Such circumstances shall include, inter alia, wars, civil
riots, acts of a public enemy, embargoes, natural disasters that make the performance
of obligations under this Agreement impossible or late. The parties hereby agree that
any amendments to the applicable legislation shall not be considered as force majeure
events.

6.11.2 lf' as a result of force majeure, it becomes impossible for either party to carry out its
obligations hereunder in whole or in part, then such obligations shall be suspended to
the extent necessary by such force majeure during its continuance. The party affected
by such force majeure shall give prompt written notice to the other party of the nature
and probable duration of such force majeure, and of the extent of its effects

on such

Party's performance hereu nder.

7. SETTLEMENT OF DISPUTES
7.1

Settlement of Disputes

Any dispute, claim or controversy arising out of or relating to this Agreement

herein or the

breach, termination, enforcement, interpretation or validity thereof, including

the determination of
the scope or applicability of this agreement shall be solved in a friendly manner
or if it is not
possible shall be finally referred to the competent Bulgarian
Court of Justice. The Bulgarian
law

shall apply.
7.2

Cost of Dispute
In the event of a dispute arising from or relating to the terms of
this Agreement or the breach
hereof, the Party prevailing in such dispute shall be entitled
to recover all expenses, including,
without limitation, reasonable attorneys'fees and expenses and
arbitration-related costs, incurred
in ascertaining such Party's rights, and in preparing to enforce,
and in enforcing, such party,s
rights under this Agreement, whether or not it was necessary
for such party to institute any

enforcement proceed ing.

8.

COUNTERPARTS
This Agreement was made in English language. This Agreement
may be executed in any numoer

of counterparts, each of which is an original and which together

have the same effect as if each
Party had signed the same document.

10

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Appendixes:

'1.

Cession Agreement

2. Share TransferAgreement draft (the FinalAgreement)

3. Investment Loan Agreement l& 11371 M.03.2013 and all annexes thereto
4. Seller's authorization documents
5. Buyer'sauthorizationdocuments
6. The Company's interim financial statements: Balance Sheet and Income stiatement
7. EscrowAgreement
8. Disclosed Information: ..

as

of

....

lN WITNESS WHEREOF, each of the Parties by its duly authorised representative has caused this
Agreement to be executed on
and signed by:

SELLER:
By:

Name:
Title:
BUYER:
By:

Name:
Title:

11

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Appendix 2
Transfer of Shares Agreement

TH|SAGREEMENTisdatedthe-dayof2015,andismadebetween:
LIMITED a company, registered and operating in accordance with the laws of Cyprus, with
registered address at ... ... . .. , with registered number
], represented by
directot hereinafter referred to as the Seller, on the one hand,

And

....... a company, registered and operating in accordance with the laws of

address at
], represented by
], with registered number
to as the Buyer, on the other hand.

_,

with registered
- hereinafter referred

The Seller and the Buyer shall be hereinafter referred to as the Parties.
The Parties have concluded the following Transfer of Shares Agreement (the Agreement) on the grounds
of Article 129 ol the CommerceAct:

Art. 1. The Seller hereby sells to the Buyer all of its ( .) equity shares or 100% (One hundred per
cent) of the capital of ............ EOOD, a sole owned private limited liability company entered into the
Commercial Register of the Registry Agency with Unified ldentification Code ... ... .. , having its seat and
head-office address at...... (the Company), each share being worth BGN .... (Say: One hundred Lev), in
accordance with the terms and conditions herein, free and clear from any encumbrances and rights of third
parties.

Art.2.Thetota|sa|espricefora||sharessubjecttosa|esha||amountto[o](-Euros)'
Art. 3. The Buyer hereby declares that it agrees to purchase from the Seller the latter's . ( ) equity
shares of the capital of the Company which are being sold, each worth BGN .... (Say: ... ), for the total of

[.]

Euros).

Art. 4. By signing this Agreement the Parties hereto declare that the price under Article 2 hereof has been
paid in full.

Art. 5. This Agreement shall become effective as from the date of its execution.
This Agreement shall be executed in three identical bilingual originals in English and Bulgarian
each Party, and one for the Bulgarian Commercial Registry.

one for

lN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized representatives on the date first above written.

SELLER:
By:

Name:
Title:

BUYER:
By:

Name:
Title:

12