Message Enh/cmmcahen] me, ael Cohen l'mmp Org/n r31 Admm {m v: Gruup/c an behali 5f MIKhie' Cohen Sent: 9/25 2015 59 Mb Subjed: Yawn! Muscaw Design Study trump Yower Impmance Yonm TRUMP Mlmael cam Exacmvo Wm Pmmdem and THE TRUMP ORGANIZATION Message Michael Cohzn [/ommw From- Sam, 9/25/2015 5 1906 PM To: Sum-cl: Trump Tower pm Tuwer Muscuw_1015709723 pd', Amoom. Fm": Dmitrv Suhjoci: - [Junk roleaud by Alluwod Llst] XMIf--thoat: Date: September 28, 2015 a13229:1fl PM EDT To: Felix 28 cm?. 2015 21:30, Felix Please call me ASAP Sincerely, Felix From: Dmmy cnizmkav -- Subject: Fwd: Andrey Rozov DIN: Seplernber 29, 2015 3126643 PM EDT To: Felix Saler WI ymennen. flMquHi Hamu ncpcupecoaanunro coofiuleuml Or: "Dmll Kmn: Tun: Andrey Razuv Dear MLCohen. Plcasc. find enclosed herewllh Ml. Ruzuv's lelter and Ihe prescniallon on his cumpany. Being his financial adviser and the person who deals his projects. I shall b: more Ihan glad lo you should you hav: any queues or quesuons. Plcasa free to Contact me. th besl regards, MILhae' Cohen Trump 725 am Avenue New Vork,NV10021 Dan! M. Cuhen' wax a pleaxuve speemg with yeu an rneay mm axuled 3mm me pmspeu ulnevelupmg the Hump Wurld Yawer Moscow the whim dung" yuu 32M over '5 very mleresnng and wm be an and \uxury mumph behave we laHesl hulmmg emepe should be Mnscow. and I am prepared mm lam upllm'shc Mm mu venlurE DE suntess'ul' and wm be a examme of husmexs ereaung uppenunmes and good wm haween Rum and me Mesmw and au 0! Hum: memamg \eaders er polmcs, busmess, the ans, and {he was; woum welcome and suppml ems meleu with open avms Mr 'rump has anexceHem repmalmn mm and ms mxury Stand-3m deve'upmenl \s worm renuwnee <GROUP OF COMPANIE I I Gm OF WANIE Group of companies "Expert" was founded in 2005 and operates in the Anoutthe . RusSIan market for more than 7 years. (I 0 ii?. a Right now we are building more than 1000000 m2 estate. Including housing, commercial real estate and social infrastructure and this is just the beginning We create an atmosphere for a comfortable life Build kindergartens, schools, hospitals, shopping malls as part of integrated development projects 7500 families have already become happy owners of apartments built by us Our work is highly acclaimed by the professional community In 2012 the Group of companies ?Expert? has won a special award for residential real estate projects "national prize in the field of business ?Company of the yea r-2012 It encourages us to strive further in April 2013 launched the second project of the company - .IK "Novokosinmi in the city of Reutov. These are more than 217 000 square meters of residential real estate of a class economy comfort. The structure of the company Group of companies ?Expert? I uxs Manages the process of the construction of all the components of the company on the basis of modern technologies of monitoring work on construction sites. I A strong team of specialists and industry professionals who create quality projects demanded by consumers. . I uncommon" Carries out professional administration entered into operation objects. I I GROUP OF COHPANI Company projects Ho?okoCUHo P?lv?yTos FIAPK - GROUP 0F (.30 Projects location '04'sz-nm? . I I linen? own-uno- LIL-3.0 Murm1vaunrurlrdMtg-?N l? can ?on? wt? . -4 lav-auraAnagrurnII'l-pnum. - 1- I . u?inmnll,? .- . 0 . 2 If,_ .- a j: . oHnooxogoH GROUP OF CONPANIC ?un?t? ,1 . Project realization timeline: Start of construction: 2 quarter 2013 Start up: 2 quarter 2G13 Built-up area; M5 ha; Total project area: 2179?0.39 r1128 on 2858 flats} Parking at 130:3 cars The creation of social infrastructure on the ground floors of pharmacies, shops, Bank; children's art school, beauty salon/sf serwce and domestic services? The project area I Ho?okocuHo 0m OF COMPAMIE a fat a General view of the (?sh-id T. h. mu 3 930% 0? Oo?iht-n JV. . nu. .F uLx ft}. t3; (moon or communes Project realization timeline: Start of construction: 1 quarter 2011 Start up: 4 quarter 2015 Built-up area: 52.4 hectareg. Total project area: 849526 m2 [3569 apartments sociai infrastructure), Enciuding: 1 stage :82669 m2 (1036 apartments]; 2 stage: 154390 m2 {2058 ?ats); 3 stage: 457600 m2 [5475 apartments]. Parking on cars. The project area Cr-o SHINVGHOO 10 ?111089 j} i} ?Jri GROUP OF COMPAINES AI .- l? Object 1 Object 2 Object 3 Object 4 school for 1100 seats A children?s garden with School at 1125 places with Children's garden with a Area_20035 Sq? swimming pool 2 at 250 pool swimming pool on 250 places locations Area - 20000 sq. Area-5327 sq. Area?5327 sq. Object 5 Object 6 Fire station with Clinic equipment Area-11250 sq. vl .Ivl 5 1 m. 0? OF COMFAHIES Shopping Centre is a modern shopping and entertainment complex, designed for the residents of Reutov, adjacent areas of Moscow and the Moscow region. Total area: 91200 m2 Rentable area: 41000 m2 Parking: 1000 cars The 3 levels of shopping complex housed more than 140 shops, a cinema, restaurants and cafes. Among the anchor tenants of the Centre: Auchan - Karo Film - M. Video Detsiy Mir Sportmaster {Eu a" 31:1; From: Dmilry Cruzhikov Sublocl: Re: [Junk releasad by Allowed Llst'l x-le-aneal: nolhroat Date: September 29. 2015 at 04:43 PM EDT T01 Felix-- wm do in 2 hours Andrey approved ynamcHMeM. flMquufi 29 my 2015 p.319 49. Felix -- uanucama) Was |hc leucr senl '3 Thank you, Felix Messale me heel Cohen muve Gmup/m--Renpxann/tn--mcuhan] an behalfof Michael Cnhen Senr 10/5/2015 12 53 13 PM Ta' Satar' Sublul' rw:Trumpwand Tower Mosmw- LDK Attachmenu: trump World Yower Muicaw ml M) (was) doc Attorney diam Men-2| cum Evacmwa mu mum-u and TH TRUMP ORGANXZATION 725 Fifth Avenue, 26"" Floor New York, NY 10012 October fl, 2015 I CV Expert lnvestmenl Company 25 1 Leninsky Avenue Moscow, Russia, 119071 Attention Andrey Rozov Re mound development of a first crust; luxury relizlentml condominium with Mia/ed to be Imown as Trump World Tow Moscow, and located - (Ihe "project"; Dear Andrey. This letter of intent (this sels forth a summary of some of the basic terms of a license agreement (the "License Agreement") to he enlered into by Tiump Aoquismon, LLC and/or one or more of its affiliates. as licensor ("Licenser"), and 1C Expen Investment Company and/or one or more of' its affiliates. as licensee ("Licensee"), with respect to the Project (Licensur and Licensee. collectively>> the "Parties") and in accordance with Licensor's current form oflicerlse agreement, This LOI is only intended t0 facilitate further discussions between the Parties and solely represents the Panies' Current intention Io negotiate for and attempt to enter into a mutually acceptable agreement covering all aspects of the transaction, subject, however, to the terms and condiuans hereafler provided. A general outline of the proposed transaction is, as follows Licensur: Trump Acquisition, LLC and/or one or more ofits ntnlistos Licensee: to Expert Investment Company and/or one or in ore of its affiliates Approximately square feet of real property to be acquired by Licensee and to be known as World Tower Moscow and located at . as more particularly shown on the map (the attached herelo as Exhibit A (together, the "Land") The building (the "Building') to be built on the Land will consist of approximately Lsoonoo square feet (to, square feet above grade and square feet below grade) and will consist of approxmiotoly [20 stones and contain not fewer Ihan residential condominium units (the Land and ihc Building are here nafier collectively referred to as the "Property") In addition, the Property will also include a health club/fitness center of a minimum of approximately 30.000 square feet, on outdoor pool area of approximalely square feet, an outdoor plaza and garden nroa to be known as Friendship Square and containing approximately square feet, [and a restaurant and bar of approximately square foct,] together Permim'tl Use: Licensed Term: Operating Standards: Review ufPlum': License vex: with related amenities, all consistent the overall luxury of the Property The Properry sltall be used solely ror residential condominiums (the "Permitted Use"), Licensor will grant to Licensee a non-exclusive right to use a derivative of the "Trump" name to be agreed upcn by the Parties (the "Licensed Mark"), for the purpose of identifying, promoting and markeling the Property, subject to the terms of the License Agreement The term of the License Agwemenl shall commence on the date Bf the License Agreement and end on the date the License Agreement shall tenninate pursuant to its terms or by operation cflaw, Licensee will design, develop, constnicr, equip and turnish the Property, including, without limitation. all of the amenities thereon in accordance with Licensor's Development Standards, which have been provided Io Licensee under separate cover and will be contained in the License Agreement Licensee will, at all times, operate and mainrain the Properly and ensure that all users maintain lhosc standards of ownership. operation and maintenance set forth in Licetlsor's Operating Standzuds, which have been provided to Licensee under separate cover and will be contained in the License Agreement, in connection with the Property. Licensee shall deliver to Llueltstur all plans and spwificalions. renderings, a proposed budget and other explanatory materials as licensor shall reasonably require to convey the design uf the Properly (collectively, Ilse All Plans shall be subject to Licensor's prior review and approval, which approval shall not be unreasonably withheld or delayed provided Illat the Plans comply with Licensor's Development Standards and Operating Standards. where applicable. Each architect, designer, engineer, landscape designer and consultant retained by Licensee in connection with the design, construction and developmenr of the Property shall be subject to Licensor's prior written approval (not to be unreasonably Withheld or delayed). Licensor shall also have reasonable approval over the sales and marketing agencies retained by Licensee to market and promote the Property as well as approval over all advertising materials and sales and marketing campaigns Licensee shall pay to Licensor certain nonrlefundable license fees its set forth on attached hereto. 2 szlimrtian Rights/Cm. a Licensee Trans/"w Rights: Delmxim: N0 Other Uses: Deposit: The Panies shall negotiate applicable termination rights giving Licetlsor certain rights to terminate the License Agreement in certain events, including, without limitation, in the event of a default by Licensee or its affiliate under, or a termination of, any of the Residential Management Agreement, Except for sales of individual condominium units at the Property in the ordinary course: of Licensee's business and in accordance with the toms of tile License Agreement and certain limited circumstances to be articulated in detail in the License Agreement, Licensee shall he precluded from conveying all or any porlloll nl'its interest in the Property, any direct or indirect ownership interests in Licensee or any of its right, title and interest to the License Agreement All deposits, down payments, tnstallmeiits and other payments (together, "Deposits") made by any purchaser or any unit in advance of the closing of such unlt shall be deposited ln escrow, and Licensee shall not, without the prior written consent of Licensor. which may be withheld in Llcensnr's sole discretion, remove any portion or the Deposits from escrow irrespective of whether Licensee is permitted to withdraw the deposit in question trom escrow pursuant to the terms of the of sale governing the sale of such unit or pursuant to any loan documents with respect to any financing obtained by License with respect to the Pmperty. in no event may the Property or any portion thereof he used for Other Uses (as hereinaficr defined) without the pilot written consent of Liccnsor, which may be withheld in Licensor's sole discretion. In the event of a breach of this section, Lieensor shall have the immediate right to terminate the License Agreement, For purposes oftllis section, the term "Other Uses" shall mean all uses other than the Permitted Use Other Uses shall include. without limitation, (A) time shares, residential or resort clubs, ctional ownership and any similar forms of ownership that divide such ownership according to specific assigned calendar periods or similar methods, (B) hotels, hotel condominiums serviced apartments, extended stay hotels or any similar use, (C) othce use, (D) golf courses. (E) casinos and the ownership, operation or management ct casinos and any gaming activities, including, without limitation, any activities relating to or consisting of the taking or receiving of bets or wagers upon the result of games of chance or skill or (F) bar, restaurant and retail services. Prior to the date that Li censor shall hire, retain or otticiwise agree to utilize the services at any third party (including, but not llmitcd to, local counsel, tax counsel, trademark counsel. condominium counsel a Na Bro/(as: Principal: Nun. Gammon/try.- Raul/unto.- and any accountants) tor the provision or advice or services related [0 the drafting and negotiation of the License Agreement ("Third Party Services"), Licenscr shall deliver a notice of such intent in writing (which may he sent via email) to Licensee. and within three (3) days of Licensee's receipt of such notice Licensee shall he required to deposit Licensor an amount equal to $l00,000 (the "Expense Deposit") Simultaneously with the execution of the License Agreement, the Up-Front Fee (as defined in Schedule I) shall be offset by the full amount of the Expense Deposit (re. if Licensee has delivered Ihe Expense Deposit to Licensoi' in accordance with [ills Licensee shall be obligated to pay to Licensor an amount equal to $100,000 upnn execution of the License Agreement, representing an amount equal to the Up>>Front Fee less the Expense Deposit). If Licensee has paid the Expense Deposit and thereafter either Pally in ii: sole discretion chooses not to execute the License Agreement, then Licensor shall refund to Licensee the portion of such Expense Deposit (if any) that has nol been allocated to the payment of costs incurred by Licensor Third Parry Services. Licensee represents and Warrants to Licensor that it has not dealt with any broker with respect to the transaction contemplated by this LOI and agrees to indemnify and hold Licensor harmless from and ngainsi any claim for any brokerage or other commission or finders fee made by any person or entity claiming to have acted on the behalf of Licensee by reason of the transaction contemplated herein. The indemnity set funh ili this paragraph shall survive the termination ofthis LOI. Licensee hereby represents and warrants that the principal of Licensee is Andrey Rozov ("Principal"), who owns 100% or Licensee Licensee will provide Licensor with nan--disturbance agreement from all mongagees. ground lessers and other snper-ier holders, on Licensor's standard form The Pnrtics (which for the purposes of this paragraph shall include the Parties' respective nthcers, directors, members, employees, agents, contractors, consultants, servants, associates or representatives) agree to keep confidential the terms of this L01, their relationship with the other Party and any other information disclosed which is pertinent to this LOI, and will only disclose the same to its representatives, lenders and third parties on a need to know basis The teams ofthis confidentiality provision shall survive the termination ofthis LOI Principal shall he renrnred to guarantee the payment in uf any loss, damage, cost or expense, including counsel fees 4 Governing Low/Venn: and disbursements, incurred bv or oil behalfof Licensor by reason of the occurrence of certain bad boy acts commuted by Licensee. All references in this L01 (including all exhibits and schedules) to dollar amounts, and all uses of tile symbol shall refer to the lawful currency of the United States of America and all amounts to be paid hereunder, including, without limitation, all License Fees, shall be paid in US Dollars The binding provisions of this L01 shall be goventcd by the laws of Ille State of New York (without regard to contlict or laws principles), All disputes between the Parties under Ihe binding provisions of this [.01 shall be settled by binding sroitnnion in accordance with Ihe Comprehensive Arbitmtion Rules and Procedures of JAMS Intemaliunal Arbitration Rules The place of arbitration shall be New York. NY Except for the Brukers, Confidentiality and Governing Law/Venue provisions set fonh herein, this L0l shall not be binding on any party hereto, The Parties agree that unless and until a License Agreement belween the Parties has been executed and delivered, no party shall be under iiny legal obligation of any kind whatsoever to consummate transaction hereby by virtue of this LOI, this L01 shall not be conxirued to be a binding wiltlact between me Parties (othcr than with lespect the Brokers and Governing LawNenue provisions set terth herein); and no equitable cause of action shall be nssened by any party that a contract or agreement (definitive or otherwise) exists between the Parties with respect to any transaction contemplated, proposed, or discussed herein FOLDOW THIS Provided you are in ayesmcm with these mm; please countersign this 1.01 in the space provided below and retunl a copy :0 my mention We look furward to your timely response. vm truly yours, TRUMP ACQUISITION. LLC By Name' Tnle' THE ABOVE lS ACKNOWLEDGE), CONSENTED TO AND AGREED TO BY: LC. EXPERT INVESTMENT COMPANY By: Name: Till MAP '10 SCHEDULE 1 LICENSE FEES Licensee shall pay to Licensor for the license ofthe Licensed Mark, as herein provided. all ofihe following non-refundable fees (the Up-Frunt Fee, Gross Sales Fees, lncenrive Fees, Commercial Componeni Rem Fee and Oiher Fees, collectively, the "License Fees") AMOUNT OF PAYMENT OF PAYMENT The "Up-From Fee": $4,000,000 50% upon execuricn ofthe License Agreement; 50% upun lhe earlier to occur of. the groundbreaking ofthe Project and (ii) one (1) year following execurion oftI-le License Agreemenr The below, collectively, are the "Gross Sales Feet": 5% of Grass Sales Price (the "Gross Sales Rm") For purposes ofihis Agreement>> "Grass Sales Price" shall mean the total selling price of each residential condominium unit (each, a"Residenlial Unit") without any deduction lherefmm whatsoever Upon rhe applicable Gloss sales Fec Payment Date Gross Sales Rate of5% of Parking Gross Sales Price. For purposes of ibis Agreement "Parking Gross shles Price" shall mean ihe tom] selling price of each parking space or unit ("Parking Unit") at rhe Propeny, wiihour any deduction rhcrerruin Upon rhe applicable Sales Pee Payment Due. Gross SnIes Ran: cf 5% of Other Unit Grass Sales Price For purposes of this Agreemeng "Other Unit Grass Sales Price" shall mean the lotal selling price of any poniorl oflhe Properly which is not a Resideniial Unit or Parking Unit, including without liminm'on, ponions of [he reuil area, slorage spaces, cabanae and similar areas and all additional amenities or compunenls (including any memberships) not . otherwise in rhe License Agreemeni (each an "Other Unit"), wirhcul fly deductiun dacrefrom whatsoever Upon ihe applicable Gross Sales Pee Payment Dare The below, colleclively, are the "Incentive Fee 10% of the amount by which Ihe Gross Sales Price of each Residential Unil equals or exceeds Upon the applicable lncenrive Fee Paymenl Date 3 per square foot (the "Benchmark") and is less than Benchmark multiplied by the number ofsquare feet. 20% tonne amount by which the Gross Sales Price of each Residential Unit equals or exceeds 110% of the Benchmark and is less than 120% of the Benchmark multiplied by the number of square feet. Upon the applicable Incentive Fee Payment Date, 30% ofthe amount by which the Gross Sales Price of each Residential Unit equals or exceeds 120% of the Benchmark and is less than 130% of the Benchmark multiplied by the number of square feet. Upon the applicable Incentive Fee Payment 40% of the amount by which the Gross Sales Price nfcach Residential Unli equals or exceeds 130% orthe Benchmark multiplied by the number cfsquarc tact. Upon the applicable Incentive Fe: Payment Date, The "Cnmmercinl Component Rent Fee": For any Other Unit space leased at any time at the Property. 5% percent oral] the rent (base rent plus all additional rent, including. without limitation any percentage rent) applicable to such Other Unit. On a basis, within five (5) husinas days of receipt from the tenant The "Other Fats": 5% of Other Revenue, For purposes of diis Agreement "Other Revenue" shall mean any and all other revenue whatsoever dcrived from the Property, including>> widiout limitation (or duplication). concessions. activity fees. catering confmence and banquet fees, food and beverage receipts, fitness center and spa sales and receipts, equipment rentals and provision of On a basis. prior to die ienrh (10th) day of each calendar month on account of the prior calendar month. other services As used herein, "Closing" shall mean the earliest to occur ofthe date upon which lite buyer eta Residential Unit, Parking Unit or Other Unit is granted rights over the Residential Unit, Parking Unit vr Other Unit in question and/or title to the Residential Unit Parking Unit or Other Unit is transferred, the buyer of a Residential Unit. Parking Unit or Other Unit is otherwise permitted to occupy or in any manner use the Residential Unit, Parking Unit or Other Unit in question, or Licensee takes any action which, in the commercially reasonable judgment of Licenscr, constitutes a constructive closing of the sale of the Residential Unit, Parking Unit or Other Unit in question (including the remittance of any deposit, down paymenL installment payment or other tom of payment by any purchaser of a Residential Unit Parking Unit or Other Unit which, in the commercially reasonable judgment or Licensnr, constitutes a material portion of the Gross Sales Price, Parking Sales Price or Otlier Unit Gross Sales Price. as applicable, in respect of such Residential Unit, Parking Unil or Other Unit), irrespective of whethcr or not, in each case. ownership rights over the Residential Unit, Parking Unit or Other Unit anti/or title to such Residential Unit, Parking Unit or Other Unit have been transferred or (ii) Licensee has received payment in full or in part from the applicable buyer or constructinn on such Residential Unit, Parking Unit or Other Unit is complete crhei- than punchlist items or items waived by the purchaser As used herein, "Grass Sales Fee Payment Date" shall mean, with mpect to any Residential Unit, Parking Unit or Other Unit, at the Closing of the sale of such Residential Unit, Parking Unit or Other Unit, or, if applicable, in installments, simultaneously at any earlier time(s) that Licensee withdraws any ct the Deposits made with respect to such Residential Unit, Parking Unit or Other Unit, as applicable, from escrow (any such withdrawal shall be subject to the terms of the License Agreement) or (ii) any purchaser or any Residential Unii, Parking Unit or Other Unit i-ertiits any deposits, installment payments, downpayments or other funds which, in the commercially reasonable judgment of Licensor, constitutes an nr any portion of the Gross Sales Price, Parking Grass Sales Price or Other Unit Gross Sales Pl'iDe, as applicable. of such Residential Unit, Parking Unit or Other Unit (which installment shall be equal to the Fee Share (as defined in the License Agreement>> and/or on the Extrapolation Date (as defined in the License Agreement), As used herein. "Incentive Fe: Payment Dhte" shall mean the Closing of the sale ofa Residential Unit, or, if applicable, (X) in installments, simultaneously at any earlier timcts) that Licensee withdraws any of the Deposits made with respect to such Residential Unit from escrow (any such withdrawal shall be subjecl to the terms of the License Agreement) or (ii) any purchaser nf any Residential Unit remits any deposits, installment payments, downpayments or other funds which, in the commercially reasonable judgment ofLicensor, constitutes all ur any portion cf the Glass Sales Price or such Residential Unit (which installment shall be equal to the Fe: Share (as defined in the License AgleemenlD ind/or on the Extrapolatlon Date (as defined in the License Agreement). Message Fehx 5am 10/8/2015 5'43 33 PM anael Calm" yummy: one/cushy" Anmumszrawe Trump Warm aner Mauaw Message Fe San: m/s/zaus 52 PM Jeflrey Dam--mm: Cohen [/umuw ans/our Administrative mun/c Eclpwenli/c Cohen] Anidmenu Yrump Worm Towev Musmw ml (v2) (10515).ch 725 mm: Avenue, 25" Floor New York, NY 10022 October 2015 LC. Expert Investment Company 25 Bid. Leninsky Avenue Moscow, Russia, 11907! Attention, Andrey Rozov Re Pmptueu' development ofn first class, luxury mixed use in be thrown as Il-nmp War/d anchm'caw, mldlowledl/IMmcaw City (the Dear Andrey This letter of intent (this "Lol") sets forth a of some of the basic terms or a license ageement (the "Lil: Agreement") to he entered into by Trump Acquisition, LLC and/or one or more of its affiliates, as licensar ("Humor"), and LC, Expat! Investment Company and/or one or ntore of its affiliates, as licensee ("Licensee"), with respect to the Project (Licensor and Licensee, collectively, the "lo-truer) and in accordance with Licensor's current form of license agreement This LOI is only intended to facilitate further discussions between the Parties and solely represents the Pames' current intention to negotiate for and attempt to enter into a mutually acceptable agreement covering all aspects of the transaction, subject, however, to the terms and conditions hcresfler provided. A general outline of the proposed transaction is, as follows. Liam": Trump Acquisition, LLC and/or one or more of its nffiliam Lict'm'ez: LC. Expert Investment Company and/or one or more ofits affiliates Real property to be acquired by Licensee anti to be known as Trump World Tower Moscow and located in Moscow City, as mntunny agreed upon by the Parties (the Llcenseth/uk: Licensor will grant to Licensee a non-exclusive right In use one or more derivatives of the "Trump" name to be agreed upon by the Parties (the "Licensed Marks"), for the purpose of identifying promoting and marketing the Property and ench and every nmenity and component to be locnted thereon (each a "Development Component"), subject to the terms of the License Agreement, Term: The items of the License Agreement shall commence on the date ofthe License Agreement and end on the date the License Agreement shall tenninste pursuant to its terms or by operation of low Envelopment in addition to certain other related amenities, components and Consignments,- facilities as the Parties sltall mutually agree upon from time to time, the Property shall contain and consist of following Development Develapuwnl opentting Review ofPIans: Components' Develonment Component Descrifltion/Regnirements Residential Approximately 250 first class, luxury Component residential condominiums Hotel One first class, luxury hotel Component consisting of approximately 15 floors and coumining not fewer than 150 hotel rooms Recreational One first class, luxury spa/fitness Component center with related amenities. Commercial A commercial component consistent Component with the overall luxury level of the Property. Office Comment A office component With a Class A ofi'tce property Parking A parking component consistent with Component the overall luxury of the Property Licensee will design, develop, construct, equip and furnish the Property, including without limitation, each Development Component in accordance with Licensor's Development Standards. which have been provided to Licensee under separate cover and will be contained in the License Agreement, Licensee will, at all times, operate and maintain the Properly and each Development Component and ensure that all users maintain these standards of ownership operation and maintenance set fonh in Licensor's Operating Standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement, in connection with the Property and each Development Component Licenses shall deliver to Llaensor all plans and specifications, renderings, a proposed construction budget and other explanatory materials as Licensor shall reasonably require to convey the design of the property (collectively, the All Plans shall be to Licensor's prior review and approval, which approval not he unreasonably withheld or delayed provided that the Plans comply with Licensor's Development Standards and Operating where applicable Each armitect, designer. engineer, designer and consultant retained by in connection with the design, construction and development of the Property shall he tn Licensor's prior written approval (not to be unreasonably withheld or delayed). Management 11f the PrupE/Iy: License ces.' rumination nights/Cross- Termination: Licensee Transfer Rights: Ballast Liceusor shall also have reasonable approval over the sales and marketing agencies retained by Licensee to market and prumote lhe Property and the Development Compunents as well as approval over all advcnising materials and sales marketing campaigns Licensee shall execute a Hmel Management Agreement with an affiliate of Licensor for the operation of the Hotel in accordance with the terms set forth in Ile 1 hereto and pursuant to Licensor's or its afliliatc's customary rm 0 hotel management agreement Licensee shall also execute a Residential Management Ayeement at Lieensnr's option, for the management of the Residentinl Condom'nium by an affiliate of Licensor, on terms which shall be competitive with those terms otTered by an experienced manager of branded luxury raid estate comparable to the Residential Condominium. as determined by Licensor in its reasonable discretion In the event License: shall elect in its sole discretlon nut in manage the Residential Condominium, the cmnpany selected by Licensee to manage the Residential Condominium, and any agreement relating thereto, and the terms thereof, shall be subject to Licensur's prior written approval (not to be unreasonably withheld or delayed). In this case, Licensor shall hive the right to supervise the operations ind manngement 0f the Residential Condominium by the selected manager to ensure camplinrice with the Operating Standards, and Licensor shall be entitled to reimbursement of Lieenscr's costs and expenses for such supervision (the "Supervisory Fee"), Supervisury Fee Licensor shall he entitled to collect from all residential cundomlnium unit owners of the Property pursuant to an applicable provisinn to be included in the Condnminium Documents (as defined in Ille License Agreement) Licensee shall pay to Licenscir certain non-refundable license fees as set forth on Schedule 2 attached hereto The Parties shall negotiate applicnhle tennlualion rights giving Licensor certain rights to terminate the License Agreement in certain events, including, without limitation, in the event of a default by Licensee or its affiliate under, or ii termination of, the Hotel Management Agreement or the Residential Management Agreement. Except for sales of individual condominium units at the Progeny in the ordinary course of Licensee's business and in newldance with the terms of the License Agreement and certain limited circumstances to be articulated in detail in the License Agreement. Licensee shall be precluded from conveying all or any portion of its interest in the Property, any direct or indirect ownership interests in Licensee or any of its riyit, title and interest to the License Agreement, All deposits, down payments, installments and otlter payments (together, "1)eposita") made by any purchaser of any unit in advance of the closing of such unit shall be deposited in :7er and Licensee shall not, without the prior written consent of Licensor. which may be withheld in Licensor's sole discretion, remove any portion of the Deposits from escrow irrespective or whether Licensee is permitted to withdraw the deposit in question from escrow pursuant to the terms of the contract of sale governing the sale of such unit or pursuant to any loan documents with respect to any financing obtained by Licensee with respect to the Property Na ("her Uses: in no event may the Property or any portion thereof be used for Other Usu (as hereinafter defined) without the prior written consent of Licensor, which may be withheld in Lloensor's sole discretion, In the event of a breach of this section, Licensor shall have the immediate right to terminate the License Agreement, For purposes of this section, the tm'm "Other Uses" shall mean all uses the Development Components expressly set forth in this Lot and shall Include, without limitation, time shares, residential oi resort membership clubs, fractional ownership and any similar forms of ownership that divide such ownership according to specific assigned calendar periods or similar methods, (B) hotel condominiums, serviced apartments, extended stay hotels or any similar use, (C) golf courses and (D) casinos and the ownership operation or management ot' casinos and any gaining activ' 'es, including, without limitation, any activities relating to or consisting of the taking or receiving of bets or wagers upon the result or games ofchance or skill Expense Deposit: Prior to the date that Licensor shall hire, retain or otherwise agree to utilize the services of any third party (including, hut not limited to, local counsel, tax counsel. trademark counsel. condominium counsel and airy accountants) for the provision of advice or services related to the drafting and negotiation of the License Agreement ("Third Party Services"). Licensor shall deliver a notice 01' such intent in wilting (which may be sent via email) to Licensee, and within three days of Licensee's receipt or such notice, Licensee shall be required to deposit with Licensor an amount eqth to $100,000 (the "Expense Deposit"), Simultaneously with the execution of the License Agreement, the Up-Front Fee (as defined in Schedule 2) shall be offset by the full amount of the Expense Deposit if Licensee has delivered the Expense Deposit to Licensor in accordance with this Lot, Licensee shall be obligated to pay to Licensor an amount equal to upon execution of the License Agreement, representing an amount equal to the Fee less the Expense Deposit) If Licensee has paid the Expense Deposit and thereaner either Party in its sole discretion chooses not to execute the license Agreement, then Licensor shall refund to Licensee the pomufl at such Expense Deposit lit' any) that has not been allocated to the payment of costs incurred by Licensor for 4 N0 Brakerx: Principal: Disturbance: Confidentiality: REL-nurse: Currency: rimming Law/Venue: Third Party Services Licensee represents and warrants to Liconscr that it has not dealt with any broker with respect to the transaction comelnplaled by this L01 and agrees to indemnify and hold Lioensor halmless from and against any claim for any brokerage or other commission or finder's fee made by flny person or entity claiming to have acted on the behalf of Licensee by reason or the transaction contemplated herein. The indemnily set forth in this paragraph shall survive the lamination of this LOI Licensee hereby represents and wan'ants that the principal of Licensee is Andrey Rozov ("Principal"), who owns 100% of Licensee Licensee will provide Licensor with a non--disturbance agreement from all mortgagees, ground and other superior instrument holders. on Licensor's standard form The Parties (which for the purposes of this paragraph shall include the Panies' respective officers, directors, members, agents, contractors, consultants, servants, associates or representatives) agree to keep confidential tlte terms of this LDI, their relationship with the other Party and any other information disclosod which is peninem to this L01, will only disclose the same to its representatives, lenders and third parties on a need to know basis, The terms confidentiality provision shall survive the tenninalion of L01. Principal shall be required to guarantee the payment to Licensor of any loss, damage, cost or expense, including reasonable counsel fees and disbursements, incurred by or on behalf of Licensor by reason of the occurrence of certain bad boy nets committed by Licensee All references in this LOI (including all exhibits and schedules) to dollar amounts, and all uses of the symbol shall refer to the lawful currency of the United States of America and all amounts Io be paid hereunder, including. Without limitation, all License Fees. shall be paid ill US Dollars. The binding provisions L01 shall be by the laws of the Slate or New York (without regard to conflict of laws principles) All disputes between the Parties under the binding provisions of this Lol shall be settled by binding nrbilmtion in accordance with the Comprehensive Arbilration Rules and Procedures International Arbitration Rules, The place of arbitration shall be New York, NY Except for the Brokers, Confidenrinliry and Governing Law/Venue provisions set forth herein, this L01 shall not be binding on any party hereto The Ponies agree that unless and until a License Agreement between the Parties has been executed and delivered, no party shall be under any legal obligation of any kind whatsoever to consummate transaction hereby by virtue of this dris 1.01 shall be construed to be a binding contract between the Ponies (other than with respect to the Brokers, Confidentiality and Craven-ling Law/Venue provisions set forth herein), and no equitable cause of nation shall be asserted by any party that a contract or agreement (definitive or otherwise) exists between the Parties with respect to any transaction contemplated, proposed, or discussed herein FOLLOW THIS valdcd ynu are in ayeemenl With these terms, please countersign this L01 in the space provided below and return a copy to my attenuon. We look forward to your lunely response. Very truly yUurs, TRUMP ACQUISITION. LLC By Name, Title: THE ABOVE IS ACKNOWLEDGED, CONSENTED TO AND AGREED TO 3v: 1.c. EXPERT INVESTMENT COMPANY By Name: T1 (16 SCHEDULE 1 HOTEL MANAGEMENT AGREEMENT TERM SHEET sets [0th an outline oflhe principal terms and clIItLII/itmx prapoxed hotel management agroumunl (the that the below uremia/let! patrim- teach, a "Party", and together, the "Pnrlies") haw.>> the intention to llegolia/e with respect In lite below I'gfislem'ed hoot Wilh your approval o/ these [emu and coalitions, ()pt'mml' (ax defined below) is prepa/ 2d lo diva/t an your review. Hotel: A first class, luxury hotel (the "Holel") to be known and operated as International Hotel Tower Moscow (or such other name as the Parties shall mutually agree upon) localed in Moscow City containing approximately 150 hotel rooms. Owner: 10 Expert Inveslmem Company and/or one or more of its affiliates ()pemmr: Trump international Hotels Management, LLC and/or one or more ofiu affiliates. Term: The shall expire twenty-five (25) full calendar years from the date the Hotel opens for business as a brand hotel accepting paying guests in aocordancc With the HMA (Ihe "Opening Date"), with two (2) consecutive five (5) year consecutive renewal terms, each uf which renewal terms shall be at Operator's election. Base Fee: A base fee (payable on a basis) for each month during the Term (including any partial month at the commencement and expiration or tenninutton of the Term) equal [02 Year 100% of Operating Revenues Year 6-25' A 00% of Gross Operating Revenues "Gross Operating Revenues" means all revenue and income of any kind derived directly or indirectly from the operation ofthe Hotel, and expressly including all gross revenues generated from guest rooms and edict areas, food and beverage areas, (0) the operation or all banqueL catering and room service functions at the Hotel. including any such services wluch may be provided off site, the operation of any parking facilities at the Hotel or the site or which otherwise provide parking services for Hotel guests and visitors, lease payments, management or operating payments. rentals or other payments or distributions to Enqilnym: Standards: Mnintcnance um] chrrir umeeI: Can Imlizetl Services: Owner or the Hotel from any third parties that are tenants of or otherwise manage or operate areas in the Hotel, and tees for services such as internal and movie, facilities fees, result fees. and similar tees all commissions received, hut expressly excluding the following taxes; (ii) receipts from the financing, sale or other disposition of capital assets and other iiams not in the ordinary course of the Hotel's operations and income derived from securities and other properly acquired and held for investment, any proceeds paid as compensation for condemnation or alterations or physical damage to the Hotel; (iv) proceeds of any insurance; and rebates. discounts or credits provided by Operator to Hotel guests incentive Fee: An incentive fee (payable on a basis and subject to annual reconciliation) equal to 20% of Adjusted Gross Opeiallng Profit, "Adjusted Gross operating Profit" shall mean Gross Operating Profit (as such term shall be defined in the HMA) less the Base Fee Other than Hotel executive staff that Operator, in its sole discretion, elects to employ. Owner or an affiliate ot Owner will be the employer or all employees of the Hotel and will be solely liable for the payment all employee salaries, costs and expenses The selection of all employees or the Hotel will be at Operator's discretion, and Operator will he responsible for and control all employee hiring, termination, benefits, training, development, administration and other employee related matters Owner, at Owner's sole cost and expense, shall design, develop, equip and furnish the Hotel in accordance with Operator's Development Standards (us such term shall be defined in the HMA), Operator, at Owner's sole cost and expense, shall operate and maintain the Hotel in accordance with Operator's Operating Standards (as such term shall be defined in the HMA). and Owner shall provide Operator with sufficient funds so as to enable Operator to comply with such obligations The Hotel and its employees shall be obligated to participate in all ot'Operctot's [and its affiliates) mandamly oenlmlized services. which centralized services may, at Operator's election, include, without limitation, coordinated marketing and advertising (as more panicutarly descnhed below), training and orientation information technology services, reservation services, human resources, payroll, benefit plan administration, purchasing Reimburmltem nf Fur: Hotel Tea/mien] Services: Dell! HaleISules and Marketing Fae: services) guest satisfaction surveys and brand assurance audits Owner shall pay Operator for such centralized services within fifteen (15) days following Operalnr's demand therefor, Owner shall reimburse Operator for all of Operator's customary costs and expenses, including. but not limited to, legal fees. travel lelated expenses (including airfare). architectural review fees, domain name filing fees and trademark filing and review few, all as more panicularly described in Operator's cul'lent form of I-LMA, Operator will provide technical services to Owner in connection with the development ofthe Hotel pursuant to a separate technical servtces agreement to be entered into between Owner and Operator in accordance with Operator's customary form (the The TSA will, among other hem; contain customary terms and conditions, including without limitation. a services fee to be paid by Owner to operator on a per room per year (and any portion thereof on a prorated basis) for the lenn of the TSA), and the reimbursement of all of Operator's out of pocket expenses in the event Operator shall provide personnel on-site. the costs and expenses associated with such personnel (including all cumpensatian paid to such personnel) will be reimbursed to Operator by Owner Owner shall not incur Financing (as sucll term shall be defined in the 1mm) in the aggregate in connection with the Hotel (whether secured by the Hotel or otherwise) that prior to the Opening Date exceeds seventy-five percent of the cost to develcp, (umislt and open the Hotel, a! any time following the Opening Date exceeds seventy-five percent of the loan to value ratio for the Hotel or would cause the ratio of Adjusted Gross Operating Profit minus the cost of taxes, insurance premiums and deposits into the Reserve Fund (as such term shall be defined in the HMA) for the period in question to (ii) anticipated aggregate Debt Service (as such term shall be defined in the HMA) in eonnection with all Financings for the next twelve months, to be less than 14 to 1 Any Financing must be obtained from an Institutional Lender (as such term shall be defined in lhe HMA) During each fiscal year, Owner and Operamr shall set aside 200% of Gross Operating Revenues to be contributed to a centralized fund to be administered by Operator or an affiliate of Operator for coordinated sales and marketing efforts among all "Trump" branded hotels Fooilnnrusevemge: Operator may elect to manage the food and beverage faci ties of the Hotel. if Operator does not elect to manage such facilities, it may choose to have such food and beverage facilities operated by a third pany, which may be an affiliate of Operator Operator's selection of any third party, the manner in which such food and beverage facilities shall be operated (to, a lease, license. concession management or similar agreement) on behalf of Owner and the forms of such agreements shall be subject in Owner's reasonable approval. once such approval is granted, Operator may negotiate, enter into and administer such agreements, so long as such agreements either have a term equal to or less than one I) year or can be terminated, without penalty, and upon notice or not more than 180 days hi connection with the preparation, negotiation and/or administration of any such agreement, Operator may, at Owner's expense, engage counsel reasonably approved by Owner All such agreements shall require the third parties to operate the food and beverage facilities in accordance with the operating Standards Operator may elect to manage the spa and/or fitness facilities of FM - the Hotel If Operator elects not to manage any spa and/or fitness facilities as depanmmt of the Hotel, Operator may select a third party, which may be an affiliate of Operator, to operate all or any portion of such facilities under such party's brand name or such other name pursuant to an agreement as determined by Operator, Operator may negotiate. enter into and administer such agreements, so long as such agreements either have a term equal to or less than one (I) year or can be terminated, without penalty, and upon notice of no more than IBO days. Operator may also hrand all or any portion of the spa or litness facilities as "The spa by lvanlra Trump" or imilnr biand and/or operate such biantted spa or fitness for: ties as a department oftlte Hotel or (ii) select any third party, which may be an affiliate of Operator, to wean: such branded spa or fitness facilities, and, in connection therewith, may negotiate, enter into and administer, in the name and on behalf of Owner, any agreement for such branded spa or fitness facilities All inlenor design elements of the spa or fitness facilities shall be completed and maintained in such manner as approved by, in their sole and absolute discre on, Operator and (ii) to the extent that the spa or fitness the are branded under the "Spa by Ivankiil Tmmp" (or similar) brand, lvanka Tnimp or her designee Rosario Fund: During each fiscal year, Operator shall. on a basis, set aside (horn runds otherwise due to Owner) die percentage of Gross operating Revenues set forth below to a bank account Memorandum War/dug Limitatiun rm ()[Ieramrx Duty: designalcd by Owner and conrrelled by Operalor lo fund furniture, fixtures and equipment replacemeni for the Hotel, cupilal improvemenrs and all other expendilurcs reasonably necessary re maintain Operamr's Opeming Srandards rind physical slanuards for all ponrens oflhe Holel as determined by Operator In the event that there are not enough funds from (he operalion ol'd'le Holel Io fully fund such resen'es, Owner shall be required to fund such reserves from olher sources Further, in lhe event ilre amount on reserve is inadequate in pay for the cost of any of the foregoing, Owner shall be required [0 fund are difference The percent of Gross Operaljng Revenues which Owner must set aside or otherwise fund are, as follows Year 1: 3% omross Revenues Year 2, 4% or Gross Operating Revenues Years 3.25 (plus renewals): 5% of Gross Oporaring Revenues Provided rhar Owner is not in default under lhe HMA or TSA following rhe Opening Date Owner may effem a lransrer of an ownership or leasehold interest in rhe Hotel lo a parry who is not a eroluhired Person (as such term shall he defined in rhe EMA), has sufficlonl financial resources and liquidiry and (1) has adequare experience in rhe ownership of projects similar lo rhe Hotel. in eaoh case as reasonably derennmerl by Dperalol. provided rhar Owner's enure inreresl in U1: Hotel is uansrerred and (ii) rhe HMA is assigled. wirh all obligations, to the and rhe iransreree assumes all such obllyu'ons in wnung Simuhaneously wirh rhe exeeullon of rho HMA or upon a larer dare to he mutually agreed upon by the Panies, rhe Parties shall execure a recordable memorandum of HMA Upon execudon, such memorandum shall he recorded and/or registered (as applicable) al Owner's sole cost and expense in rhe nrrisdicuon in which the Hotel is located Operator establish and maintain (from funds otherwise due la Owner) a capital account which shall at all times a sum equal to 4 months of eslimaled operating expenses for Operator to use to operale the Hotel Operator's performance of any obligations under his rhar require the expendilure of muney shall be Subject the availability of sufficient funds from the operation ofthe Hotel or otherwise provided by Owner, and under no circumstance shall Operator be obligated to advance its own funds. All costs and expenses of oper ting, maintaining, marketing and improving the Hotel and pmv' ng Operator's services shall be payable out ct funds from the operation at the Hotel, In the event there shall not be enough funds from the operation of the Hotel to satisfy such costs and expenses, Owner shall be required to make sufficient funds available to Operator within flfleen (15) days after Operator's demand therefor Operator shall use reasonable efforts to forecast and advise Owner in advance of any such anticipated deficiencies Although Operator shall not be obligated to advance its own funds, ifOperetor chooses to do so, in its sole discretion, Owner shall reimburse Operator (or, if directed by Operator. its affiliates) for any costs and expenses that are incurred and paid by Operator for Owner's account No Gnming: In no event may the Hotel or any portion thereof he used for Casino and Gaming Activities (as defined herein) without the prior written consent of Operator, which may be withheld in Operator's sole discretion, in the event of a breach of this section, Operator shall have the immediate right to terminate the HMA. For purposes of this section, the term "Casino and Ca Ilg Activ es shall mean the business of owning, operating, managing or developing a casino or similar facility in which a principal husiness activity is the taking or receiving of bets or wagers upon the result of games of chance or sltill, including hotel, dockside riverboat cruise ship, transportation, entertainment, sports, resort, bar, reslaurant and retail services in connection with any of the foregoing activities Curruncy: All references in this Term Sheet (including all exhibits and schedules) in dollar amounts, and all uses oflhe symbol shall refer to the lawful currency of the United States of America, and all amounts to be paid hereunder, including, without limitation, the Management Fees, shall be paid in US Dollars Concurrently with the making ot'any payment, Owner shall pay to Operator arr amounl equal to any sales, value added, excise and similar taxes levied on or deducted from such payment or assessed against Operator If any withholding or other taxes, duties or deductions apply to any payments to Operator, Owner shall increase these payments so that Operator receives Lhe same net amount that they wauld have received if no withholding or other taxes, duties or deductions were applicable. Owner will provide Operator a nun-disturbance agreement summing Law 11ml Iurit'tIl'climt: Confidentiality: Brokers: from all mortgagees, ground lessors and other superior instrument holders, on Operator's standard form, providing for, among olhet matters. Operator's right to continue operating the Hotel in accordance with me HMA notwithstanding foreclosure of the mongage, termination of the ground lease or other similar events, the nun-subordination of Management Fees and Operator's control of funds and accounts, The HMA will be governed by the laws of the Stale ancw York (without regard to conflict otlaws principles), and the Parties will submit to Ll\e exclusivejurisdiction ot' the federal and state coults of the State of New York The Pnnies (which for the purposes of this paragraph shall include each of the Patties' officers, directors, members, employees. agents, contractors, consultants, servants, associates or representatives) shall at all times keep the terms of this Term Sheet, including any information disclosed which is pertinent to this Tenn Sheet, and the underlying transaction, strictly confidential. Owner shall also keep its relationship with Operator, the Operating Standards, the Development Standards and the form of agreements provided by Operator confidential The terms of this confidentiality provision are binding and shall sun ive the tent-linatl on of this Tenn sheer Owner represents and warrants to Operator that it has not dealt with any broker with respect to the transaction oonrentplaled by this Term Sheet and agrees to indemnify and hold Operator harmless ft'um and against any claim for any brokerage or other commission or finder's fee made by any person or entity claiming to have acted on the bchalf of Owner by renion afthe contemplated herein The indemnity set forth in this paragraph shall survive the termination oflhis Term Sheet The words "include", "includes", "including" and "such as" shall be construed as inclusive expressions and as it followed by the words "without being limited to" or "without limitation", Excepl for the No-Brokers, Confidentiality and Goyerning Law/Jurisdiction provisions set tonh harem, this Term 5th shall not be binding on any Patty hereto The Panies hereto agree that unless and unul the agreements contemplated by this Term Street have been executed and deliver-ed, no Party shall be under any legal obligation of any kind whatsoever to consummate a transaction hereby by virtue of this Tenn Sheet, and no equitable cause of action shall be asserted by any Party with respect to the consummation of such transaction, and lhis Term street shall not be construed to be a binding contract between any Party harem (Other than with respect to the NuBrokers, Confidentiality and Governing Law/Jurisdiction provisions set forth herein) SCHEDULE 2 LICENSE FEES Licensee shall pay to Licensor for the license of the Licensed Mark, as herein provided, all ofrhe following non-refundable fees (the Up-Frum Fee, Gross Sales Fees. Incentive Fees, Ccmmercial Component Rent Fee and Other Fees, collectively, the "License Fees"). AMOUNT OF PAYMENT OF PAYMENT The "Up-From Fee": $4,000,000 25% upon execution oftlle License Agreement; 25% upon Licenscr's appmval of the location otthe Property; 50% upon the earlier to occur of seven (7) days prior the groundbreaking of the Proj ect and (ii) two (2) years follnwi rig the execution of the License Agreement The helnw. collectively, are the "Gross Skies Fees": 5% Sales Price up to $100,000,000; (ii) Thereaner, 4% of Gross Sales Price up to $250,000,000; Thereafler, 3% Sales Price up to (iv) Thereafler, 2% of Gross Sales Priceup to Tliereafler, 1% afGross Salespi-ice (each of the foregoing, as applicable, the "Gross Sales Rate"). For purposes of this Agreement "Grass Sales Price" shall mean the total selling price of each residential condominium unil (each a "Residentinl Unit"), without any denuerien therefrom whatsoever Upon the applicable Gross Sales Fee payment Date Gross Sales Rate nf 5% of outer Unit Gross Sales Price For purposes ofliu's Agreemem, "Other Unit Gross Sales Price" shall mean the total selling price of any portion of the Property which is nor a Residential Univ, lnoluding, wirhout limitation, penions oflhe retail area, storage spaces. Cabanas and similar areas and all additional amenilies or componems (including any memberships) not otherwise Upon the applicahle Gross Sales Fee Payment Date contemplated in the License Agreement (each, an "Other Unit"), without any dedlmiun therefrom whatsoever, The "Commercial Omte Rent Fee": For any Other Unit space leased at anytime at the Property, 3% percent of all the rent (base tent plus all addinoual renL including, without limitation any percentage rent) to such Other Unit, 0n basis, within five (5) business days of receipt from the tenant, The "Other Fees": 3% of Other Revenue For purposes of this Agreement "Other Revenue" shall mesh ally and till other revenue whatsoever derived from the Property, including. without limitation (or duplieancn), concessions, activity recs, catering, conference and banquet fees, food and beverage receipts, fitness center and spa soles and receipts, equipment rentals and pmvisinn of other services. On a basis. prior to the tenth (lOth) day of each calendar month on account of the prior As used herein. "Closing" shall mean the earliest to occur ct the date upon which the buyer of a Residential Unit or other Unit is granted ownership rights over the Residential Unit or Other Unit in question and/or title to the Residcntial Unit or Odier Unit is transferred, the buyer of a Residentitll Unit or Other Unit is otherwise permitted to occupy or in any manner use the Residential Unit or Other Unit in question, or (C) License: takes any action which, in the commercially reasonable judgment of Liccnsor, constitutes la constructive closing of the sole of the Residential Unit or Other Unit in question (including the remittance of any deposit. down payment, installment payment or other form of payment by any purchaser of a Residential Unit or Other Unit which, in the commercially reasonable judgment of Liceusor, constitutes a material portion of the Gross Shires Price or Other Unit Gross Sales Price, as applicable, ill respect of such Residential Unit or Other Unit). irrespective of whether or not, in each case, ownership lights over the Residential Unit or Other Unit and/or title to such Residential Unit or Other Unit have been transferred or (ii) Licensee has received payment in full or in part from the applicable buyer or construction on such Residential Unit or Other Unit is complete other titan punchlist items or items waived by the purchaser As used herein, "Gross Sales Fee Payment Dnte" shall mean, with respect to any Residential Unit or Other Unit, lit the Clusing of the sale of such Residenlinl Unit ur Other Unit or, if applicable, in installments, simultaneously at any earlier timt(s) that h) Licensee Withdraws any of the Deposits made with respect to such Residential Unit or Unit, as applicable, from escrow (any such withdrawal shall be subject to the terms of the License Agreement) or (it) any purchaser of any Residential Unit or Other Unit remits any deposits, installment payments, or other funds which. in the commercially reasonable judgment efLicousor, constitutes all or any portion oflhc Gloss Sales Price or Other Unit Gross Sales Price, as applicable, uisuch Residential Unit or Other Unit (which installment shall be equal to the Far; Share (as defined in the License Agreement>> and/or on the Extrapolation Date (as defined in the License Agreement). As used heleiu, "Incentive Fe: Payment Date" shall mean the Closing of the sale of a Residential Unit, or, if applicable. in installments, simultaneously at any earlier time(s) flint Licensee withdraws any of the Deposits made with respect to such Residential Unit (mm escrow (any such withdrawal shall be subject to the terms of the License Agreement) or (ii) any purchaser of any Residential Unit remit: any deposits, inslallment payments, or other which, in the commercially reasonablejudgmem of Licensur, constitutes all or any portion of the Gross Sales Price of such Rasidendal Unix (which installment shall be equal to the Fee Shave (as defined in the License Agreement>> and/or on the Extrapolation Date (as defined in the License Agreement) Message From Fehx 5am 5m 10/9/2015 1'45 47 AM To. mam Cohen [loanump Group/c edniEMS/m:mmhm] Subjm: use Andrei Munnanav . Forbss'com mating with many Malchanov on Wednasday u: do Trump Masmw on his site. lest biggest 51:: in Moscnw, Ms stepfather was Gav of St, pumhurg and Dunn wurked For him. http://wwinrbes . cam/1 i srs/zoos/xo/bfl 1 mm "5034mm Regards, Fehx Message From Sam sun 10/9/2015 10' Mmhae'cohen Vo=rnuwoacln slAdminisKrativaGmUp/z eu' anu/En:mcnhen] News - Mchamv campany pummy mm London mum/mm srgroun. a/news/ZOM/thai rman-nF-(he-buard-of-di so Regards, mix Michael Cohen HUMP uns/ou=rmsl . 10/12/1015 12 2 40PM Tn Felix it saw SubjEfl' Re: Andrey L. Kosfin - CED VTE Sank Yeslerday's segment on CNN uom/video/dam/Z HiluImHm ndvisomays Iltml Sent 5min my iPhone Michael 1) Cohen Executive Vice President and Special Counsel to Donald! Trump 725 Fifth Avenue New York New York 10022 On Oct 12. 2015, at 07 Ali/L Felix 1-1 Sate--wrote- Good morning Michael, Kusij: who is Pulins lop finance guy and CEO onnd largest bank in Russia is on board and has indlcaled he would finance Trump Moscow This is major for us, not only Ille financing aspect bul Kosiins position in Russia, extreme] powerful and respected. an 1:11 we need is Putin on board and we are golden, meeting wmi Putin and my deputy is tentativly set for the [4111 See buddy 1 can not only get 1mm I0 spin in Puhns Kremlin um se chair on 30 minutes notice, lciin else get a full meeting 1 will call you later mday dlscuss [he LOI signed Regards Felix Saler h_up_s_//en Kcfilin Andrey L. Kostin Audrey Knstin 1111191 Koslin Andiey Kosfin (Annpen Kim-nu), 2012 Andrey Kesnn Barn Septembeer, 1956 (age 59) Moscow, Russia. Nuiioniiliiy Russian Alma mater Moscow State University Faculty of Economics . President and chairman of VTB Bank acoupntlon . Member of the Supervisory Council of VTB unnlr . Member ot' the Board of Directors of VTE Capital Website Dom Andrey r. Kosrin (horn Septemher 21, 1956) is a Russian hankrr. currently President and Chairman or the Management Board Bank, Member of the Supervisory Council, and Chairman otthe Board omirectors ufscveral VTE subsidiaries, including Bank of Moscow and V13 24, in Economics, 1" In 2007, vna Supervisory Council extended Kostin's term as President and Chain-nan orthe Management Board until 2012 in April 2012, VTB Supervisory Counoil reappointed Kosun until 2017 "1 Shares owned in the charter capital or VTB Bank 0 0018393, He is one Of the mosl active representatives of the Russian banking sector and is a frequent guest on Fox News," BBC and Bionmberg Tv-channel He has Iwicc participated in the Charlie Rose show on Bloomherg television,"1 as well as the Hard Talk programme on Hleltook part in the World Eeonomic Forum (navos. Switzerland) in 2015, 2014. 2013"" and 2012. Background Born on September 21, 1956 in Moscow, Koslin graduated with honors in 1979 from Moscow State Unive 'ty a degree in intemntional Economics in 2001 received a in Economics for a dissertation entitled "91;an A Form of the Economy". Career 1979-1992: Diplomatic service during 1979--1982 -- in the USSR Consuiale General in Australia, in HRS--1990 in the USSR Embassy in 1993-1995, Deputy Head of the Foreign investment Department at Bank Imperial 1995: Elected First Deputy Chairman ofthe National Reserve Bank, Oclober 13, 1996 Undenhe Plesidentlal Decree Appointed as Chaimian of VIIesllecoiImnbank, with the authorities being extended in 1999 for another three years. Since 2002: VTE Bank. President and Chairman of the Management Board, Member afihe Supervisory Council. November ZOI 1' Appointed Chaimian of the APEC Asia-Pacific Economic Cooperation CEO Summit which was successfully held 1n September 2012 in VladivoLok Positions in other organizations - VTE 24: Chamnan ofthe Supervisory Coun . VTB Bank Ukraine Chairman oflhe Supervisory Council, . Bank of Moscow: Chairman of the Enard ofDirectol's; . Ca ital. Member orthe Board of Directors; . Deputy Chairman ofdte Board ofDirectors; . U1 ed Russia politienl party, memher orthe Supreme Council, . Russian Union oflndustrialists and Entrepreneurs Member of the Bureau of the Board; - Association of Russian Banks Member of the Board. . CIS Finance and Banking Council nenpmfil organization President, . National Council on Corporate Governance nonprofit Member of the Management Board; - SI Petersburg Stage niverfitx Graduate School ofManngemem' Director; - Moscow State lnslilute oi'Illtemakional Relalions MGIMO Member of the Board of Trustees: - St Petersburg University: Member of the Board of Truslees; - Russian Government Financial University Member of the Board of Trustees. - Monomv Moscow State Univetsig Member of the Board of Trustees; - National Research University Higher School of Economics: Member ofthe Board of Trustees; . Anislic Gymnastics Federation oleL 2: President; . Fund fertile Support and Development Culture and sports or the Russian Federation (Sport Fund): Member of the Board of Trustees. - Dvnamu Hockey Club Member Board of Trustees, . Russian Basketball Federation Memher of the Board of Trustees; . gilshoi Theatre. Member of the Board . Friends oflhe Russian Museum development Member orthe Board ofTrustees; . Russisn Orthodox Church Charitable Foundation for the Restomrion or the Voslrresenslr Stavropegial Resurrection (New Jerusalem) Monaster Member of the nosrd of Truste l" Deco rntions . Order For Services to the Motherland (3rd and 4th . Order of Honour; . 2007' Order ofMeril (France) Sanctions against Russia According to 17m New York Otter-rut Kosrrn allegedly "threatens us with Kostin wrote. "it Russian banks' recess to SWIFT will he prohibited, the us ambassador to Moscow should leave the same day. Diplomatic relntlons must he finished. l" Personal Manied, with children and grandchild. Hobbies theater, arts, slpine skiing. External links . mm fl References Message mm Mkhamcman Vn--Trump org/u Gmuu/cn on banana! Michael Cuhen Sent: lD/ll/st 1 3 AM To: suhlzn' we mshientla' Muscaw KSRZ jun: pa! Yams, cum Emmy. Vin pruuam nut, 1mm nnGAanmloN you about. ma om 25% NMWM h2w2m0<(Ewen: xvii--mama: an"; Ewen: 9.104" <<5.on naox Cask: mom--u. 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SEE--.56: 53 3.5on FEES--.3. 2.2955 wax--.9538 nuxnmxuizs RSLMINVXIS From' "Felix H, Sam" Date Omober1 ,2015 at8 05 3 AM EDT To Andre Rozov Dmilry Gynadyovich Chizhikov Cc Plum ugn and mmal every page and scan 5: send back to me please. We have no obligaliun only Io negonate an agreemem, gives us 30-60 day: 10 what we can do with Ms. 1n than time if nolhing happens we can back om hecause ni market or ask for a lnng-|erm nan- paymem contract |m|ll Ihe marke| Improves. Bul Iels sign mday [0 keep [his flowing. Felix 725 Fifth Avenue, Floor New York, NY 10022 October 2015 LC. Expert Investment Company 25 Bld. Leninsky Avenue Moscow, Russia, 119071 Attention: Andrey Rozov Re Proposed development of a ?rst class. luxury, mixed use to be known as Trump World Tower Moscow. and located in City (the "Project") Dear Andrey: This letter of intent (this sets forth a summary of some of the basic terms of a license agreement (the ?License Agreement") to be entered into by Trump Acquisition, LLC and/or one or more of its af?liates, as licensor (?Licensor?), and LC. Expert Investment Company and/or one or more of its af?liates, as licensee (?Licensee?), with respect to the Project (Licensor and Licensee, collectively, the ?Parties?) and in accordance with Licensor?s current form of license agreement. This L01 is only intended to facilitate further discussions between the Parties and solely represents the Parties? current intention to negotiate for and attempt to enter into a mutually acceptable agreement covering all aspects of the transaction, subject, however, to the terms and conditions herea?er provided, A general outline ofthe proposed transaction is, as follows: Licensor: Trump Acquisition, LLC and/or one or more of its affiliates Licensee: I.C . Expert Investment Company and/or one or more of its af?liates Property: Real property to be acquired by Licensee and to be known as Trump World Tower Moscow and located in Moscow City, as mutually agreed upon by the Parties (the ?Property?) Licensed Mark: Licensor will grant to Licensee a non~exclusive right to use one or more derivatives of the ?Trump? name to be agreed upon by the Parties (the ?Licensed Marks?), for the purpose of identifying, promoting and marketing the Property and each and every amenity and component to be located thereon (each a ?Development Component?), subject to the terms of the License Agreement. Term: The term of the License Agreement shall commence on the date of the License Agreement and end on the date the License Agreement shall terminate pursuant to its terms or by operation of law Development In addition to certain other related amenities, components and Components: facilities as the Parties shall mutually agree upon from time to time, the Property shall contain and consist of the following Development Components: Development Component Residential Approximately 250 ?rst class, luxury Component residential condominiums. Hotel One ?rst class, luxury hotel Component consisting of approximately 15 floors and containing not fewer than ISO hotel rooms. Recreational One ?rst class, luxury spa/?tness Component center with related amenities. Commercial A commercial component consistent Component with the overall luxury level of the Property. Of?ce Component An of?ce component consistent with Class A luxury of?ce properties. Parking A parking component consistent with Component the overall luxury ofthe Property Development Licensee will design, develop, construct, equip and furnish the Standards: Property, including without limitation, each Development Component, in accordance with Licensor?s Development Standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement. Operating Licensee will, at all times, operate and maintain the Property and each Standards: Development Component and ensure that all users maintain those standards of ownership, operation and maintenance set forth in Licensor?s Operating Standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement, in connection with the Property and each Development Component. Review ofPlans: Licensee shall deliver to Licensor all plans and speci?cations, renderings. a proposed construction budget and other explanatory materials as Licensor shall reasonably require to convey the design of the Property (collectively, the ?Plans?). All Plans shall be subject to Licensor?s prior review and approval, which approval shall not be unreasonably withheld or delayed provided that the Plans comply with Licensor?s Development Standards and Operating Standards, where applicable. Each architect, designer, engineer, landscape designer and consultant retained by Licensee in connection with the design, construction and development ofthe Property shall be subject to Licensorjs prior written approval (not to be unreasonably withheld or delayed). Licensor shall also have reasonable approval over the sales and marketing agencies retained by Licensee to market and promote the Property and the Development Components as well as approval over all advertising materials and sales and marketing campaigns. Management of Licensee shall execute a Hotel Management Agreement with an the Property: af?liate of Licensor for the operation of the Hotel in accordance with the terms set forth in Schedule 1 hereto and pursuant to Licensor?s or its af?liates customary form of hotel management agreement. Licensee shall also execute a Residential Management Agreement at Licensor?s option, for the management of the Residential Condominium by an affiliate of Licensor, on terms which shall be competitive with those terms offered by an experienced manager of branded luxury real estate comparable to the Residential Condominium, as determined by Licensor in its reasonable discretion. In the event Licensor shall elect in its sole discretion not to manage the Residential Condominium, the company selected by Licensee to manage the Residential Condominium, and any agreement relating thereto, and the terms thereof, shall be subject to Licensor?s prior written approval (not to be unreasonably withheld or delayed). In this case, Licensor shall have the right to supervise the operations and management of the Residential Condominium by the selected manager to ensure compliance with the Operating Standards, and Licensor shall be entitled to reimbursement of Licensor?s costs and expenses for such supervision (the ?Supervisory Fee?), which Supervisory Fee Licensor shall be entitled to collect from all residential condominium unit owners of the Property pursuant to an applicable provision to be included in the Condominium Documents (as de?ned in the License Agreement) License Fees: Licensee shall pay to Licensor certain non-refundable license fees as set forth on Schedule 2 attached hereto Termination The Parties shall negotiate applicable termination rights giving Rights/Cross- Licensor certain rights to terminate the License Agreement in certain Termination: events, including, without limitation, in the event of a default by Licensee or its af?liate under, or a termination of, the Hotel Management Agreement or the Residential Management Agreement. Licensee Except for sales of individual condominium units at the Property in Transfer Rights: the ordinary course of Licensee?s business and in accordance with the terms of the License Agreement and certain limited circumstances to be articulated in detail in the License Agreement, Licensee shall be precluded from conveying all or any portion of its interest in the Property, any direct or indirect ownership interests in Licensee or any of its right, title and interest to the License Agreement. Deposits: All deposits, down payments, installments and other payments 3 (together, ?Deposits?) made by any purchaser of any unit in advance of the closing of such unit shall be deposited in escrow, and Licensee shall not, without the prior written consent of Licensor, which may be withheld in Licensor?s sole discretion, remove any portion of the Deposits from escrow irrespective of whether Licensee is permitted to withdraw the deposit in question from escrow pursuant to the terms of the contract of sale governing the sale of such unit or pursuant to any loan documents with respect to any financing obtained by Licensee with respect to the Property. No Other Uses: In no event may the Property or any portion thereof be used for Other Uses (as hereinafter de?ned) without the prior written consent ot'Licensor, which may be withheld in Licensor?s sole discretion. In the event of a breach of this section, Licensor shall have the immediate right to terminate the License Agreement. For purposes ofthis section, the term ?Other Uses? shall mean all uses other than the Development Components expressly set forth in this and shall include, without limitation, time shares, residential or resort membership clubs, fractional ownership and any similar forms of ownership that divide such ownership according to speci?c assigned calendar periods or similar methods, (B) hotel condominiums, serviced apartments, extended stay hotels or any similar use, (C) golf courses and (D) casinos and the ownership, operation or management of casinos and any gaming activities, including, without limitation, any activities relating to or consisting of the taking or receiving of bets or wagers upon the result of games ofchance or skill. Expense Deposit: Prior to the date that Licensor shall hire, retain or otherwise agree to utilize the services of any third party (including, but not limited to, local counsel, tax counsel, trademark counsel, condominium counsel and any accountants) for the provision of advice or services related to the drafting and negotiation of the License Agreement (?Third Party Services?), Licensor shall deliver a notice of such intent in writing (which may be sent via email) to Licensee, and within three (3) days of Licensee?s receipt of such notice, Licensee shall be required to deposit with Licensor an amount equal to $ 00,000 (the ?Expense Deposit?) Simultaneously with the execution of the License Agreement, the Up?Front Fee (as de?ned in Schedule 2) shall be offset by the full amount of the Expense Deposit if Licensee has delivered the Expense Deposit to Licensor in accordance with this Licensee shall be obligated to pay to Licensor an amount equal to $100,000 upon execution of the License Agreement, representing an amount equal to the Up?Front Fee less the Expense Deposit). lf Licensee has paid the Expense Deposit and thereafter either Party in its sole discretion chooses not to execute the License Agreement, then Licensor shall refund to Licensee the portion of such Expense Deposit (if any) that has not been allocated to the payment of costs incurred by Licensor for 4 No Brokers: Principal: on- Disturbance: Con?dentiality: Recourse: Currency: Governing Law/ Venue: Third Party Services. Licensee represents and warrants to Licensor that it has not dealt with any broker with respect to the transaction contemplated by this and agrees to indemnify and hold Licensor harmless from and against any claim for any brokerage or other commission or finder?s fee made by any person or entity claiming to have acted on the behalf of Licensee by reason of the transaction contemplated herein. The indemnity set forth in this paragraph shall survive the termination of this Licensee hereby represents and warrants that the principal of Licensee is Andrey Rozov (?Principal?), who owns 100% of Licensee. Licensee will provide Licensor with a non-disturbance agreement from all mortgagees, ground lessors and other superior instrument holders, on Licensor?s standard form. The Parties (which for the purposes of this paragraph shall include the Parties? respective officers, directors, members, employees, agents, contractors, consultants, servants, associates or representatives) agree to keep con?dential the terms of this L01, their relationship with the other Party and any other information disclosed which is pertinent to this and will only disclose the same to its representatives, lenders and third parties on a need to know basis. The terms ofthis con?dentiality provision shall survive the termination of this LOI. Principal shall be required to guarantee the payment to Licensor of any loss, damage, cost or expense, including reasonable counsel fees and disbursements, incurred by or on behalf of Licensor by reason ofthe occurrence of certain bad boy acts committed by Licensee. All references in this (including all exhibits and schedules) to dollar amounts, and all uses of the symbol shall refer to the lawful currency of the United States of America and all amounts to be paid hereunder, including, without limitation, all License Fees, shall be paid in US Dollars. The binding provisions of this Shall be governed by the laws of the State of New York (without regard to conflict of laws principles). All disputes between the Parties under the binding provisions of this shall be settled by binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures International Arbitration Rules. The place of arbitration shall be New York, NY. Except for the Brokers, Con?dentiality and Governing Law/Venue provisions set forth herein, this LOI shall not be binding on any party hereto. The Parties agree that unless and until a License Agreement between the Parties has been executed and delivered, no party shall be under any legal obligation of any kind whatsoever to Consummate a transaction hereby by virtue of this this shall not be construed to be a binding contract between the Parties (other than with respect to the Brokers, Con?dentiality and Governing Law/Venue provisions set forth herein); and no equitable cause of action shall be asserted by any party that a contract or agreement (de?nitive or otherwise) exists between the Parties with respect to any transaction contemplated, proposed, or discussed herein. FOLLOW THIS Provided you are in agreement with these terms, please countersign this in the space provided below and return a copy to my attention. We look forward to your timely response. Very truly yours, TRUMP ACQUISITION, LLC By Name: Title: THE ABOVE IS ACKNOWLEDGED, CONSENTED TO AND AGREED TO BY: I.C. EXPERT INVESTMENT COMPANY By: Name. Andrey Rozov Title: Chairman SCHEDULE 1 HOTEL MANAGEMENT AGREEMENT TERM SHEET The following sets forth an outline of the principal terms and conditions of the proposed hotel management agreement (the that the below mentioned parties (each, a ?Party?, and together, the ?Parties?) have the intention to negotiate with respect to the below referenced hotel. With your approval of these terms and conditions. Operator (as de?ned below) is prepared to draft an HMA and TSA (as hereinafter de?ned) for your review. Hotel: A ?rst class, luxury hotel (the ?Hotel?) to be known and operated as Trump [ntemational Hotel Tower Moscow (or such other name as the Parties shall mutually agree upon) located in Moscow City containing approximately 150 hotel rooms. Owner: lC. Expert Investment Company and/or one or more of its af?liates. Operator: Trump International Hotels Management, LLC and/or one or more of its affiliates. erm: The HMA shall expire twenty-?ve (25) full calendar years from the date the Hotel opens for business as a Trump brand hotel accepting paying guests in accordance with the HMA (the ?Opening Date?), with two (2) consecutive ?ve (5) year consecutive renewal terms, each of which renewal terms shall be at Operator?s election. Management Fees: Base Fee: A base fee (payable on a basis) for each month during the Term (including any partial month at the commencement and expiration or termination of the Term) equal to: Years 1?5: 3.00% of Gross ()perating Revenues Years 6-25 (plus renewals): 4.00% of Gross Operating Revenues ?Gross Operating Revenues? means all revenue and income of any kind derived directly or indirectly from the operation of the Hotel, and expressly including all gross revenues generated from guest rooms and other areas, food and beverage areas, the operation of all banquet, catering and room service functions at the Hotel, including any such services which may be provided oft?site, the operation of any parking facilities at the Hotel or the site or which otherwise provide parking services for Hotel guests and visitors, lease payments, management or operating payments, rentals or other payments or distributions to Owner or the Hotel from any third parties that are tenants of or otherwise manage or operate areas in the Hotel, and fees for services such as internet and movie, facilities fees, resort fees, and similar fees and all commissions received; but expressly excluding the following: taxes; (ii) receipts from the financing, sale or other disposition of capital assets and other items not in the ordinary course of the Hotel?s operations and income derived from securities and other property acquired and held for investment; any proceeds paid as compensation for condemnation or alterations or physical damage to the Hotel; (iv) proceeds of any insurance; and rebates, discounts or credits provided by Operator to Hotel guests. Incentive Fee: An incentive fee (payable on a basis and subject to annual reconciliation) equal to 20% of Adjusted Gross Operating Pro?t. ?Adjusted Gross Operating Pro?t? shall mean Gross Operating Profit (as such term shall be defined in the HMA) less the Base Fee. Employees: Other than Hotel executive staff that Operator, in its sole discretion, elects to employ, Owner or an affiliate of Owner will be the employer of all employees of the Hotel and will be solely responsible for the payment all employee salaries, costs and expenses, all of which shall be included as Operating Expenses. The selection of all employees of the Hotel will be at Operator?s discretion, and Operator will be responsible for and control all employee hiring, termination, bene?ts, training, development, administration and other employee related matters. Development Owner, at Owner?s sole cost and expense, shall design, develop, Standards: construct, equip and furnish the Hotel in accordance with the Trump Brand Standards (as such term shall be de?ned in the HMA). Maintenance and Operator, at Owner?s sole cost and expense, shall operate and Repair of Hotel: maintain the Hotel in accordance with the Trump Brand Standards, and Owner shall provide Operator with suf?cient funds so as to enable Operator to comply with such obligations. Centralized The Hotel and its employees shall be obligated to participate in all Services: of Operator?s (and its af?liates) mandatory centralized services, which centralized services may, at Operator?s election, include, without limitation, coordinated marketing and advertising (as more particularly described below), training and orientation, information technology services, reservation services, human Reimbursement of Fees: Hotel Technical Services: Debt Covenants: resources, payroll, bene?t plan administration, purchasing services, guest satisfaction surveys and brand assurance audits. Owner shall pay Operator for such centralized services within fitteen days following Operator?s demand therefor. Owner shall reimburse Operator for all of Operator?s customary costs and expenses, including, but not limited to, legal fees, travel related expenses (including airfare), architectural review fees, domain name filing fees and trademark ?ling and review fees, all as more particularly described in Operator?s current form of HMA. Operator will provide technical services to Owner in connection with the development of the Hotel pursuant to a separate technical services agreement to be entered into between Owner and Operator in accordance with Operator?s customary form (the The term of the TSA shall expire on the later of(a) the Opening Date or the date the work on the Deficiency List (as such term shall be defined in the TSA) is completed to Operator?s reasonable satisfaction The TSA will, among other items, contain customary terms and conditions, including, without limitation, a technical services fee to be paid by Owner to Operator in the amount of per room per year (and any portion thereof on a prorated basis) for the term ofthe TSA), and the reimbursement of all of Operator?s out of pocket expenses. In the event Operator shall provide personnel on-site, the costs and expenses associated with such personnel (including all compensation paid to such personnel) will be reimbursed to Operator by Owner. Owner shall not incur Financing (as such term shall be de?ned in the HMA) in connection with the Hotel (whether secured by the Hotel or otherwise) that: prior to the Opening Date exceeds seventy-five percent of the cost to develop, furnish and open the Hotel, at any time following the Opening Date exceeds seventy-?ve percent of the loan to value ratio for the Hotel or (2) would cause the ratio of Adjusted Gross Operating Pro?t minus the cost of taxes, insurance premiums and deposits into the Reserve Fund (as such term shall be defined in the HMA) for the period in question to (ii) anticipated aggregate Debt Service (as such term shall be de?ned in the HMA) in connection with all inancings for the next twelve months is not reasonably anticipated to be less than l4 to 1. Any Financing must be obtained from an Institutional Lender (as such term shall be defined in the HMA). To be discussed uith Trump Hotel CEO Hotel Sales and During each ?scal year, Owner and Operator shall set aside Marketing Fee: 2.00% of Gross Operating Revenues to be contributed to a centralized fund to be administered by Operator or an af?liate of Operator for coordinated sales and marketing efforts among all ?Trump? branded hotels. Food and Beverage: Operator may elect to manage the food and beverage facilities of the Hotel. If Operator does not elect to manage such facilities, it may choose to have such food and beverage facilities operated by a third party, which may be an af?liate of Operator. Operator?s selection of any third party, the manner in which such food and beverage facilities shall be operated a lease, license, concession management or similar agreement) on behalf of Owner and the forms of such agreements shall be subject to Owner?s reasonable approval. Once such approval is granted, Operator may negotiate, enter into and administer such agreements, so long as such agreements either have a term equal to or less than one (1) year or can be terminated, without penalty, and upon notice of not more than l80 days. In connection with the preparation, negotiation and/or administration of any such agreement, Operator may, at Owner?s expense, engage counsel reasonably approved by Owner. All such agreements shall require the third parties to operate the food and beverage facilities in accordance with the Trump Brand Standards. Spa/Fitness Operator may elect to manage the spa and/or ?tness facilities of Facilities: the Hotel. lf Operator elects not to manage any spa and/or ?tness facilities as a department of the Hotel, Operator may select a third party, which may be an af?liate of Operator, to operate all or any portion of such facilities under such party?s brand name or such other name pursuant to an agreement as determined by Operator. Operator may negotiate, enter into and administer such agreements, so long as such agreements either (K) have a term equal to or less than one (1) year or can be terminated, without penalty, and upon notice of no more than 180 days. Operator may also brand all or any portion of the spa or ?tness facilities as ?The Spa by lvanka Trump? or similar brand and/or operate such branded spa or ?tness facilities as a department of the Hotel or (ii) select any third party, which may be an af?liate of Operator, to operate such branded spa or ?tness facilities, and, in connection therewith, may negotiate, enter into and administer, in the name and on behalf of Owner, any agreement for such branded spa or ?tness facilities. All interior design elements of the spa or fitness facilities shall be completed and maintained in such manner as approved by, in their sole and absolute discretion, Operator and (ii) to the extent that the spa or ?tness facilities are branded under the ?Spa by Ivanka Trump? (or similar) brand, lvanka Trump or her designee. Reserve Fund: During each fiscal year, Operator shall, on a basis, set aside (from funds otherwise due to Owner) the percentage of Gross Operating Revenues set forth below to a bank account designated by Owner and controlled by Operator to fund fumiture, fixtures and equipment replacement for the Hotel, capital improvements and all other expenditures reasonably necessary to maintain the Trump Brand Standards and physical standards for all portions of the Hotel as determined by Operator, In the event that there are not enough funds from the operation of the Hotel to fully fund such reserves, Owner shall be required to fund such reserves from other sources. Further, in the event the amount on reserve is inadequate to pay for the cost of any of the foregoing, Owner shall be required to fund the difference. The percent of Gross Operating Revenues which Owner must set aside or otherwise fund are, as follows: Year I: 3% of Gross Operating Revenues Year 2: 4% of Gross Operating Revenues Years 3-25 (plus renewals): 5% of Gross Operating Revenues Sale/Assignment: Provided that Owner is not in default under the HMA or TSA following the Opening Date, Owner may effect a transfer of an ownership or leasehold interest in the Hotel to a party who is not a Prohibited Person (as such term shall be defined in the HMA), has sufficient financial resources and liquidity to satisfy Owner?s obligations to Operator and its affiliates under the HMA and (2) has adequate experience in the ownership of projects similar to the Hotel, in each case as reasonably determined by Operator, provided that Owner?s entire interest in the Hotel is transferred and (ii) the HMA is assigned, with all obligations, to the transferee and the transferee assumes all such obligations in writing. Memorandum Simultaneously with the execution of the HMA or upon a later date to be mutually agreed upon by the Parties, the Parties shall execute a recordable memorandum of HMA, Upon execution, such memorandum shall be recorded and/or registered (as applicable) at Ownch sole cost and expense in the jurisdiction in which the Hotel is located Working apimI: Operator will establish and maintain (from funds otherwise due to Owner) a working capital account which shall at all times contain a sum equal to four (4) months of estimated operating expenses for Operator to use to operate the Hotel. Limitation on Operator?s performance of any obligations under the HMA that Operators Duty: require the expenditure of money shall be subject to the availability of sufficient funds from the operation of the Hotel or otherwise provided by Owner, and under no circumstance shall Operator be obligated to advance its own funds. All costs and expenses of operating, maintaining, marketing and improving the Hotel and providing Operator?s services shall be payable out of funds from the operation of the Hotel. In the event there shall not be enough funds from the operation of the Hotel to satisfy such costs and expenses, Owner shall be required to make sufficient funds available to Operator within fifteen (15) days after Operator?s demand therefor. Operator shall use reasonable efforts to forecast and advise Owner in advance of any such anticipated deficiencies. Although Operator shall not be obligated to advance its own funds, if Operator chooses to do so, in Operator?s sole discretion, Owner shall reimburse Operator (or, if directed by Operator, its af?liates) for any costs and expenses that are incurred and paid by Operator for Owner?s account. No Gaming: in no event may the Hotel or any portion thereof be used for Casino and Gaming Activities (as defined herein) without the prior written consent of Operator, which may be withheld in Operator?s sole discretion, In the event of a breach of this section, Operator shall have the immediate right to terminate the HMA. For purposes of this section, the term ?Casino and Gaming Activities? shall mean the business of owning, operating, managing or developing a casino or similar facility in which a principal business activity is the taking or receiving of bets or wagers upon the result of games of chance or skill, including hotel, dockside, riverboat, cruise ship, transportation, entertainment, sports, resort, bar, restaurant and retail services in connection with any of the foregoing activities. Currency: All references in this Term Sheet (including all exhibits and schedules) to dollar amounts, and all uses of the symbol shall refer to the lawful currency of the United States of America, and all amounts to be paid hereunder, including, without limitation, the Management Fees, shall be paid in US Dollars. Concurrently with the making of any payment, Owner shall pay to Operator an amount equal to any sales, value added. excise and similar taxes levied on or deducted from such payment or assessed against Operator. If any withholding or other taxes, duties or deductions apply to any payments to Operator, Owner shall increase these payments so that Operator receives the same net amount that they would have received if no withholding or other taxes, duties or deductions were applicable. Non-Disturbance: Owner will provide Operator with a non-disturbance agreement from all mortgagees, ground lessors and other superior instrument holders, on Operatoris standard form, providing for, among other matters, Operator?s right to continue operating the Hotel in accordance with the HMA notwithstanding foreclosure of the mortgage, termination ofthe ground lease or other similar events, the non-subordination of Management Fees and Operator?s control of funds and accounts. Governing Law and The HMA, the TSA and this Term Sheet will be governed by the Jurisdiction: laws of the State of New York (without regard to conflict of laws principles), and the Parties will submit to the exclusive jurisdiction of the federal and state courts of the State of New York. The terms of this governing law and jurisdiction provision are binding and shall survive the termination ofthis Term Sheet Con?dentiality: The Parties (which for the purposes of this paragraph shall include each of the Parties? officers, directors, members, employees, agents, contractors, consultants, servants, associates or representatives) shall at all times keep the terms of this Term Sheet, including any information disclosed which is pertinent to this Tenn Sheet, and the underlying transaction, strictly con?dential. Owner shall also keep its relationship with Operator, the Trump Brand Standards and the form of agreements provided by Operator con?dential. The terms of this con?dentiality provision are binding and shall survive the termination of this Term Sheet. No Brokers: Owner represents and warrants to Operator that it has not dealt with any broker with respect to the transaction contemplated by this Tenn Sheet and agrees to indemnify and hold Operator harmless from and against any claim for any brokerage or other commission or finder?s fee made by any person or entity claiming to have acted on the behalfof Owner by reason of the transaction contemplated herein. The indemnity set forth in this paragraph shall survive the tennination of this Term Sheet. Interpretation: The words ?include?, ?includes?, ?including? and ?such as? shall be construed as inclusive expressions and as if followed by the words ?without being limited to? or ?without limitation?. Except for the No-Brokers, Con?dentiality and Governing Law/Jurisdiction provisions set forth herein, this Term Sheet shall not be binding on any Party hereto. The Parties hereto agree that unless and until the agreements contemplated by this Term Sheet have been executed and delivered, no Party shall be under any legal obligation of any kind whatsoever to consummate a transaction hereby by virtue of this Term Sheet, and no equitable cause of action shall be asserted by any Party with respect to the consummation of such transaction, and this Term Sheet shall not be construed to be a binding contract between any Party hereto (other than with respect to the No-Brokers, Con?dentiality and Governing Law/Jurisdiction provisions set forth herein). SCHEDULE 2 LICENSE FEES Licensee shall pay to Licensor for the license ofthe Licensed Mark, as herein provided, all of the following non?refundable fees (the Up-Front Fee, Gross Sales Fees, Commercial Office Component Rent Fee and Other Fees, collectively, the ?License Fees?). AMOUNT OF PAYMENT OF PAYMENT The ?l?p-Front Fee": $4,000,000 25% upon execution of the License Agreement; 25% upon Licensor?s approval of the location ofthe Property; 50% upon the earlier to occur of(i) seven (7) days prior to the groundbreaking ofthe Project and (ii) two (2) years following the execution of the License Agreement. The below, collectively, are the ?Gross Sales ees": 5% ot?Gross Sales Price up to $100,000,000; (ii) Thereafter, 4% of Gross Sales Price up to $250,000,000; Thereafter, 3% of Gross Sales Price up to $500,000,000; (iv) Thereafter, 2% of Gross Sales Price up to 000,000,000; Therea?er, 1% ofGross Sales Price (each of the foregoing, as applicable, the ?Gross Sales Rate?). For purposes of this Agreement, ?Gross Sales Price? shall mean the total selling price of each residential condominium unit (each, a ?Residential Unit?), without any deduction therefrom whatsoever Upon the applicable Gross Sales Fee Payment Date. Gross Sales Rate of 5% of Other Unit Gross Sales Price. For purposes ofthis Agreement, ?Other Unit Gross Sales Price? shall mean the total selling price of any portion of the Property which is not a Residential Unit, including, without limitation, portions of the retail area, storage spaces, cabanas and similar areas and all additional amenities or components (including any memberships) not otherwise Upon the applicable Gross Sales Fee Payment Date. contemplated in the License Agreement (each, an ?Other Unit?), without any deduction therefrom whatsoever. The ?Commercial Of?ce Component Rent 99 Fee For any Other Unit space leased at any time at the Property, 3% percent of all the rent (base rent plus all additional rent, including, without limitation any percentage rent) applicable to such Other Unit. On a basis, within five (5) business days of receipt from the tenant. The ?Other Fees?: 3% of Other Revenue. For purposes of this Agreement, ?Other Revenue? shall mean any and all other revenue whatsoever derived from the Property, including, without limitation (or duplication), concessions, activity fees, catering, conference and banquet fees, food and beverage receipts, ?tness center and spa sales and receipts, equipment rentals and provision of other services. On a basis, prior to the tenth (10th) day of each calendar month on account of the prior calendar month. As used herein, ?Closing? shall mean the earliest to occur of the date upon which the buyer of a Residential Unit or Other Unit is granted ownership rights over the Residential Unit or Other Unit in question and/or title to the Residential Unit or Other Unit is transferred, the buyer of a Residential Unit or Other Unit is otherwise permitted to occupy or in any manner use the Residential Unit or Other Unit in question, or Licensee takes any action which, in the commercially reasonable judgment of Licensor, constitutes a constructive closing of the sale of the Residential Unit or Other Unit in question (including the remittance of any deposit, down payment, installment payment or other form of payment by any purchaser ofa Residential Unit or Other Unit which, in the commercially reasonable judgment of Licensor, constitutes a material portion of the Gross Sales Price or Other Unit Gross Sales Price, as applicable, in respect of such Residential Unit or Other Unit), irrespective of whether or not, in each case, ownership rights over the Residential Unit or Other Unit and/or title to such Residential Unit or Other Unit have been transferred or (ii) Licensee has received payment in full or in part from the applicable buyer or construction on such Residential Unit or Other Unit is complete other than punchlist items or items waived by the purchaser As used herein, ?Gross Sales Fee Payment Date" shall mean, with respect to any Residential Unit or Other Unit, at the Closing of the sale of such Residential Unit or Other Unit, or, if applicable, in installments, simultaneously at any earlier time(s) that Licensee withdraws any ofthe Deposits made with respect to such Residential Unit or Other Unit, as applicable, from escrow (any such withdrawal shall be subject to the terms of the License Agreement) or (ii) any purchaser of any Residential Unit or Other Unit remits any deposits, installment payments, downpayments or other funds which, in the commercially reasonable judgment of Licensor, constitutes all or any portion ofthe Gross Sales Price or Other Unit Gross Sales Price, as applicable, of such Residential Unit or Other Unit (which installment shall be equal to the Fee Share (as de?ned in the License Agreement? and/or on the Extrapolation Date (as de?ned in the License Agreement). From: "Felix Sater" Subject: Fwd: Signed LOI Trump Moscow Date: October 13, 2015 311 3052 PM EDT To' Michael Cohen Cc: "Jeffrey M. Davi Dear Michael, Anaehed is [he signed ml. by Audrey Rozox, Please have Mr. Trump counlerrsign, and sum back. Lets make this happen and bulld a Trump Meseew. And possibly relalinns belween uunmes by showing everyone that commerce business are much better and more praclical than polilica. l'hal should be Putins message as well, and wc will help him agree on mat massage, llelp world peace and make 3 lm ermeney. 1 would say lhals a grant lifellmc gnal far us In go after. Sin - 'rcly, Felix Suler Begin l'omardcd message: From: DMIW -- Date: October 13 2015 at 12: 1:08 PM EDT To: Cc: Andrey Razov Subject: LOI no 725 Fifth Avenue, Floor New York, NY 10022 .a October 2015 LC. Expert Investment Company 25 Bld. 1 Leninsky Avenue Moscow, Russia, 11907] Attention: Andrey Rozov Re: Proposed development ofa ?rst class, luxury, mixed use to be known as Trump World Tower Moscow, and located in Moscow City (the ?Project") Dear Andrey: This letter ot'intent (this sets forth a summary of some of the basic terms of a license agreement (the ?License Agreement?) to be entered into by Trump Acquisition, LLC and/or one or more of its af?liates, as licensor (?Licensor?), and LC. Expert Investment Company and/or one or more of its af?liates, as licensee (?Licensee?), with respect to the Project (Licensor and Licensee, collectively, the ?Parties?) and in accordance with Licensor?s current form of license agreement. This is only intended to facilitate further discussions between the Parties and solely represents the Parties? current intention to negotiate for and attempt to enter into a mutually acceptable agreement covering all aSpects of the transaction, subject, however, to the terms and conditions hereafter provided. A general outline of the proposed transaction is, as follows Licensor: Licensee: Property: Licensed Mark.- Term: Development Components: Trump Acquisition, LLC and/or one or more of its af?liates LC. Expert Investment Company andlor one or more of its af?liates Real property to be acquired by Licensee and to be known as Trump World Tower Moscow and located in Moscow City, as mutually agreed upon by the Parties (the ?Property?). Licensor will grant to Licensee a non?exclusive right to use one or more derivatives of the ?Trump? name to be agreed upon by the Parties (the ?Licensed Marks?), for the purpose of identifying, promoting and marketing the Property and each and every amenity and component to be located thereon (each a ?Development Component?), subject to the terms of the License Agreement. The term of the License Agreement shall commence on the date of the License Agreement and end on the date the License Agreement shall terminate pursuant to its terms or by operation of law. In addition to certain other related amenities. components and facilities as the Parties shall mutually agree upon from time to time, the Property shall comain and consist of the following Development Components: Development Standards: Operating Standards: Review of Plans: Development Component Residential Approximately 250 ?rst class, luxury Component residential condominiums. Hotel One ?rst class, luxury hotel Component consisting of approximately 15 ?oors and containing not fewer than 150 hotel rooms. Recreational One ?rst class, luxury spa/?tness Component center with related amenities. Commercial A commercial component consistent Component with the overall luxury level of the Property. An of?ce component consistent with Class A luxury of?ce properties. Of?ce Component A parking component consistent with the overall luxury of the Property. Parking Component Licensee will design, develop, construct, equip and furnish the Property, including without limitation, each Development Component, in accordance with Licensor?s Development Standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement. Licensee will, at all times, operate and maintain the Property and each Development Component and ensure that all users maintain those standards of ownership, Operation and maintenance set forth in Licensor?s Operating Standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement, in connection with the Property and each Development Component. Licensee shall deliver to Licensor all plans and speci?cations, renderings, a proposed construction budget and other explanatory materials as Licensor shall reasonably require to convey the design of the Property (collectively, the ?Plans?). All Plans shall be subject to Licensor?s prior review and approval, which approval shall not be unreasonably withheld or delayed provided that the Plans comply with Licensor?s Development Standards and Operating Standards, where applicable. Each architect, designer, engineer, landscape designer and consultant retained by Licensee in connection with the design, construction and development of the Property shall be subject to Licensor?s prior written approval (not to be unreasonably withheld or delayed). Licensor shall also have reasonable approval over the sales and marketing agencies retained by Licensee to market and promote the Property and the Development Components as well as approval over all advertising materials and sales and marketing campaigns. Management of Licensee shall execute a Hotel Management Agreement with an the Property: af?liate of Licensor for the operation of the Hotel in accordance with the terms set forth in Schedule I hereto and pursuant to Licensor?s or its af?liate?s customary form of hotel management agreement. Licensee shall also execute a Residential Management Agreement at Licensor?s option, for the management of the Residential Condominium by an af?liate of Licensor, on terms which shall be competitive with those terms offered by an experienced manager of branded luxury real estate comparable to the Residential Condominium, as determined by Licensor in its reasonable discretion. In the event Licensor shall elect in its sole discretion not to manage the Residential Condominium, the company selected by Licensee to manage the Residential Condominium, and any agreement relating thereto, and the terms thereof, shall be subject to Licensor?s prior written approval (not to be unreasonably withheld or delayed). In this case, Licensor shall have the right to supervise the operations and management of the Residential Condominium by the selected manager to ensure compliance with the Operating Standards, and Licensor shall be entitled to reimbursement of Licensor?s costs and expenses for such supervision (the ?Supervisory Fee?), which Supervisory Fee Licensor shall be entitled to collect from all residential condominium unit owners of the Property pursuant to an applicable provision to be included in the Condominium Documents (as de?ned in the License Agreement). License Fees: Licensee shall pay to Licensor certain non-refundable license fees as set forth on Schedule 2 attached hereto. Termination The Parties shall negotiate applicable termination rights giving Rights/Cross- Licensor certain rights to terminate the License Agreement in certain Termination: events, including, without limitation, in the event of a default by Licensee or its af?liate under, or a termination of, the Hotel Management Agreement or the Residential Management Agreement. Licensee Except for sales of individual condominium units at the Property in Transfer Rights: the ordinary course of Licensee?s business and in accordance with the terms of the License Agreement and certain limited circumstances to be articulated in detail in the License Agreement, Licensee shall be precluded from conveying all or any portion of its interest in the Property, any direct or indirect ownership interests in Licensee or any of its right, title and interest to the License Agreement. Deposits: All deposits, down payments, installments and other payments (together, ?Deposits") made by any purchaser of any unit in advance of the closing of such unit shall be deposited in escrow, and Licensee shall not, without the prior written consent of Licensor, which may be withheld in Licensor?s sole discretion, remove any portion of the Deposits from escrow irrespective of whether Licensee is permitted to withdraw the deposit in question from escrow pursuant to the terms of the contract of sale governing the sale of such unit or pursuant to any loan documents with respect to any ?nancing obtained by Licensee with respect to the Property. 3 No Other Uses: In no event may the Property or any portion thereof be used for Other Uses (as hereinafter de?ned) without the prior written consent of Licensor, which may be withheld in LicenSOr?s sole discretion. In the event of a breach of this section, Licensor shall have the immediate right to terminate the License Agreement. For purposes of this section. the term ?Other Uses? shall mean all uses other than the Development Components expressly set forth in this LOI and shall include, without limitation, time shares, residential or resort membership clubs, fractional ownership and any similar forms of ownership that divide such ownership according to Speci?c assigned calendar periods or similar methods, (B) hotel condominiums, serviced apartments, extended stay hotels or any similar use, (C) golf courses and (D) casinos and the ownership, operation or management of casinos and any gaming activities, including, without limitation, any activities relating to or consisting of the taking or receiving of bets or wagers upon the result of games ofchance or skill. Expense Deposit: Prior to the date that Licensor shall hire, retain or otherwise agree to utilize the services of any third party (including, but not limited to, local counsel, tax counsel, trademark counsel, condominium counsel and any accountants) for the provision of advice or services related to the drafting and negotiation of the License Agreement (?Third Party Services?), Licensor shall deliver a notice of such intent in writing (which may be sent via email) to Licensee, and within three (3) days of Licensee?s receipt of such notice, Licensee shall be required to deposit with Licensor an amount equal to $100,000 (the ?Expense Deposit?). Simultaneously with the execution of the License Agreement, the Up-Front Fee (as de?ned in Schedule 2) shall be offset by the full amount of the Expense Deposit if Licensee has delivered the Expense Deposit to Licensor in accordance with this Licensee shall be obligated to pay to Licensor an amount equal to $100,000 upon execution of the License Agreement, representing an amount equal to the Up-Front Fee less the ExpenSe Deposit). If Licensee has paid the Expense Deposit and thereafter either Party in its sole discretion chooses not to execute the License Agreement, then Licensor shall refund to Licensee the portion of such Expense Deposit (if any) that has not been allocated to the payment of costs incurred by Licensor for Third Party Services. No Brokers: Licensee represents and warrants to Licensor that it has not dealt with any broker with reSpect to the transaction contemplated by this and agrees to indemnify and hold Licensor harmless from and against any claim for any brokerage or other commission or ?nder?s fee made by any person or entity claiming to have acted on the behalf of Licensee by reason of the transaction contemplated herein. The indemnity set forth in this paragraph shall survive the termination of this LOI. Principal: Licensee hereby represents and warrants that the principal of Licensee is Andrey Rozov ("Principal"). who owns l00% of 4 I I Non- Disturbance: Con?dentiality: Recourse: Currency: Governing Law/Venue: Licensee. Licensee will provide Licensor with a non-disturbance agreement from all mortgagees, ground lessors and other superior instrument holders. on Licensor?s standard form. The Parties (which for the purposes of this paragraph shall include the Parties? respective of?cers, directors, members, employees, agents, contractors, consultants, servants, associates or representatives) agree to keep confidential the terms of this their relationship with the other Party and any other information disclosed which is pertinent to this LOI, and will only disclose the same to its representatives, lenders and third parties on a need to know basis. The terms of this con?dentiality provision shall survive the termination of this LOI. Principal shall be required to guarantee the payment to Licensor of any loss, damage, cost or expense, including reasonable counsel fees and disbursements, incurred by or on behalf of Licensor by reason of the occurrence of certain bad boy acts committed by Licensee. All references in this LOI (including all exhibits and schedules) to dollar amounts, and all uses of the symbol shall refer to the lawful currency of the United States of America and all amounts to be paid hereunder. including, without limitation, all License Fees, shall be paid in US Dollars. The binding provisions of this L01 shall be governed by the laws of the State of New York (without regard to con?ict of laws principles). All disputes between the Parties under the binding provisions of this LOI shall be settled by binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS International Arbitration Rules. The place of arbitration shall be New York, NY. Except for the Brokers, Confidentiality and Governing Law/Venue provisions set forth herein, this LOI shall not be binding on any party hereto. The Parties agree that unless and until a License Agreement between the Parties has been executed and delivered, no party shall be under any legal obligation of any kind whatsoever to consummate a transaction hereby by virtue of this this LOI shall not be construed to be a binding contract between the Parties (other than with respect to the Brokers, Con?dentiality and Governing Law/Venue provisions set forth herein); and no equitable cause of action shall be asserted by any party that a contract or agreement (definitive or otherwise) exists between the Parties with respect to any transaction contemplated, proposed, or discussed herein. FOLLOW THIS Provided you are in agreement with these terms, please countersign this in the space provided below and return a copy to my attention. We look fonvard to your timely response. Very truly yours, TRUMP ACQUISITION, LLC Name: Title: THE ABOVE IS ACKNOWLEDGED, CONSENTED TO AND AGREED TO BY: LC. EXPERT COMPANY By: at]- Name: Andrey Rozov Title: Chainnan SCHEDULE 1 HOTEL MANAGEMENT AGREEMENT TERM SHEET The following sets forth an outline of the principal terms and conditions of the proposed hotel management agreement (the that the below mentioned parties (each, a ?Party?, and together, the ?Parties?) have the intention to negotiate with respect to the below referenced hotel. With your approval of these terms and conditions. Operator (as defined below) is prepared to dra? an HM4 and (as hereinafter de?ned) for your review. Hotel: Owner: Operator: Term." Management Fees: A ?rst class, luxury hotel (the ?Hotel") to be known and operated as Trump International Hotel Tower Moscow (or such other name as the Parties shall mutually agree upon) located in Moscow City containing approximately ISO hotel rooms. LC. Expert Investment Company and/or one or more of its affiliates. Trump International Hotels Management, LLC and/or one or more of its affiliates. The HMA shall expire twenty??ve (25) full calendar years from the date the Hotel opens for business as a Trump brand hotel accepting paying guests in accordance with the HMA (the ?Opening Date?), with two (2) consecutive live (5) year consecutive renewal terms, each of which renewal terms shall be at Operator?s election. Fee: A base fee (payable on a basis) for each month during the Term (including any partial month at the commencement and expiration or termination of the Term) equal to: Years I-S: 3.00% ot?Gross Operating Revenues Years 6-25 (plus renewals): 4.00% of Gross Operating Revenues ?Gross Operating Revenues? means all revenue and income of any kind derived directly or indirectly from the operation of the Hotel, and expressly including all gross revenues generated from guest rooms and other areas, food and beverage areas. the operation of all banquet, catering and room service functions at the Hotel, including any such services which may be provided off site. the Operation of any parking facilities at the Hotel or the site or which otherwise provide parking services for Hotel guosts and visitors, lease payments, management or Employees: Development Standards: Maintenance and Repair of Hotel: Centralized en'ices: operating payments, rentals or other payments or distributions to Owner or the Hotel ?om any third parties that are tenants of or otherwise manage or operate areas in the Hotel, and fees for services such as intemet and movie, facilities fees, resort fees, and similar fees and all commissions received; but expressly excluding the following: taxes; (ii) receipts from the ?nancing, sale or other disposition of capital assets and other items not in the ordinary course of the Hotel?s operations and income derived from securities and other property acquired and held for investment; any proceeds paid as compensation for condemnation or alterations or physical damage to the Hotel; (iv) proceeds of any insurance; and rebates, discounts or credits provided by Operator to Hotel guests. Incentive Fee: An incentive fee (payable on a basis and subject to annual reconciliation) equal to 20% of Adjusted Gross Operating Pro?t. ?Adjusted Gross Operating Profit" shall mean Gross Operating Pro?t (as such term shall be de?ned in the HMA) less the Base Fee. Other than Hotel executive staff that Operator, in its sole discretion, elects to employ, Owner or an affiliate of OWner will be the employer of all employees ofthe Hotel and will be solely responsible f0r the payment all employee salaries, costs and expenses, all of which shall be included as Operating Expenses. The selection of all employees of the Hotel will be at Operator?s discretion, and Operator will be responsible for and control all employee hiring, termination, bene?ts, training, development. administration and other employee related matters. Owner, at Owner?s sole cost and expense, shall design, develop, construct, equip and furnish the Hotel in accordance with the Trump Brand Standards (as such term shall be de?ned in the HMA). Operator, at Owner's sole cost and expense, shall operate and maintain the Hotel in accordance with the Trump Brand Standards, and Owner shall provide Operator with suf?cient funds so as to enable Operator to comply with such obligations. The Hotel and its employees shall be obligated to participate in all of Operator?s (and its af?liates) mandatory centralized services, which centralized services may, at Operator?s election, include, without limitation, coordinated marketing and advertising (as more particularly described below), training and orientation, information technology services, reservation services, human Reimbursement of Fees: Hotel Technical Services: Debt Covenants: resources, payroll, bene?t plan administration, purchasing services, guest satisfaction surveys and brand assurance audits. Owner shall pay Operator for such centralized services within fifteen (15) days following Operator?s demand therefor. Owner shall reimburse Operator for all of Operator?s customary costs and expenses, including, but not limited to, legal fees, travel related expenses (including airfare), architectural review fees, domain name ?ling fees and trademark ?ling and review fees, all as more particularly described in Operator?s current form of HMA. Operator will provide technical services to Owner in connection with the development of the Hotel pursuant to a separate technical services agreement to be entered into betWeen Owner and Operator in accordance with Operator?s customary form (the The term of the TSA shall expire on the later of the Opening Date or the date the work on the De?ciency List (as such term shall be defined in the TSA) is completed to Operator?s reasonable satisfaction. The TSA will, among other items, contain customary terms and conditions, including, without limitation, a technical services fee to be paid by Owner to Operator in the amount of I per room per year (and any portion thereof on a prorated basis) for the term of the and the reimbursement of all of Operator?s out of pocket expenses. In the event Operator shall provide personnel on-site, the costs and expenses associated with such personnel (including all compensation paid to such personnel) will be reimbursed to Operator by Owner. Owner shall not incur Financing (as such term shall be de?ned in the HMA) in connection with the Hotel (whether secured by the Hotel or otherwise) that: prior to the Opening Date exceeds seventy-?ve percent of the cost to develop, furnish and open the Hotel, at any time following the Opening Date exceeds seventy-?ve percent of the loan to value ratio for the Hotel or (2) would cause the ratio of Adjusted Gross Operating Pro?t minus the cost of taxes, insurance premiums and deposits into the Reserve Fund (as such term shall be defined in the HMA) for the period in question to (ii) anticipated aggregate Debt Service (as such term shall be defined in the HMA) in connection with all Financings for the next twelve months is not reasonably anticipated to be less than L4 to 1. Any Financing must be obtained from an Institutional Lender (as such term shall be defined in the HMA). To be discussed with Trump Hotel CEO. Hotel Sales and Marketing Fee: Food and Beverage.- Spa/Fitness Facilities: During each ?scal year, Owner and Operator shall set aside 2.00% of Gross Operating ReVenues to be contributed to a centralized fund to be administered by Operator or an af?liate of Operator for coordinated sales and marketing efforts among all ?Trump? branded hotels. Operator may elect to manage the food and beverage facilities of the Hotel. lf Operator does not elect to manage such facilities, it may choose to have such food and beverage facilities operated by a third party, which may be an af?liate of Operator. Operator?s selection of any third party, the manner in which such food and beverage facilities shall be operated (tie, a lease, license, concession management or similar agreement) on behalf of Owner and the forms of such agreements shall be subject to Owner?s reasonable approval. Once such approval is granted, Operator may negotiate, enter into and administer such agreements, so long as such agreements either have a term equal to or less than one (I) year or can be terminated, without penalty, and upon notice of not more than l80 days. In connection with the preparation, negotiation and/or administration of any such agreement, Operator may, at Owner?s expense, engage counsel reasonably approved by Owner. All such agreements shall require the third parties to operate the food and beverage facilities in accordance with the Trump Brand Standards. Operator may elect to manage the spa and/or fitness facilities of the Hotel. If Operator elects not to manage any spa and/or ?tness facilities as a department of the Hotel, Operator may select a third party, which may be an af?liate of Operator, to operate all or any portion of such facilities under such party?s brand name or such other name pursuant to an agreement as determined by Operator. Operator may negotiate, enter into and administer such agreements, so long as such agreements either (it) have a term equal to or less than one (1) year or can be terminated, without penalty, and upon notice of no more than 180 days. Operator may also brand all or any portion of the spa or ?tness facilities as ?The Spa by lvanka Trump" or similar brand and/or operate such branded spa or ?tness facilities as a department of the Hotel or (ii) select any third party, which may be an af?liate of Operator, to operate such branded spa or ?tness facilities, and, in connection therewith, may negotiate, enter into and administer, in the name and on behalf of Owner, any agreement for such branded spa or ?tness facilities. All interior design elements of the spa or ?tness facilities shall be completed and maintained in Reserve Fund: Sale/A ssr'gnmem: Memorandum of Hm such manner as approved by, in their sole and absolute discretion, Operator and (ii) to the extent that the spa or ?tness facilities are branded under the ?Spa by Ivanka Trump? (or similar) brand, lvanka Trump or her designee. During each ?scal year, Operator shall, on a basis, set aside (from funds otherwise due to Owner) the percentage of Gross Operating Revenues set forth below to a bank account designated by Owner and controlled by Operator to fund furniture, ?xtures and equipment replacement for the Hotel, capital improvements and all other expenditures reasonably necessary to maintain the Trump Brand Standards and physical standards for all portions of the Hotel as determined by Operator. In the event that there are not enough funds from the operatiOn of the Hotel to fully fund such reserves, Owner shall be required to fund such reserves from other sources. Further, in the event the amount on reserve is inadequate to pay for the cost of any of the foregoing, Owner shall be required to fund the difference. The percent of Gross Operating Revenues which Owner must set aside or otherwise fund are, as follows: Year 1: 3% ofGross Operating Revenues Year 2: 4% ofGross Operating Revenues Years 3-25 (plus renewals): 5% ofGross Operating Revenues Provided that Owner is not in default under the or TSA following the Opening Date, Owner may effect a transfer of an ownership or leasehold interest in the Hotel to a party who is not a Prohibited Person (as such term shall be de?ned in the HMA), has suf?cient ?nancial resources and liquidity to satisfy Owner?s obligations to Operator and its af?liates under the HMA and (2) has adequate experience in the ownership of projects similar to the Hotel, in each case as reasonably determined by Operator, provided that Owner?s entire interest in the Hotel is transferred and (ii) the HMA is assigned, with all obligations, to the transferee and the transferee assumes all such obligations in writing. Simultaneously with the execution of the HMA or upon a later date to be mutually agreed upon by the Parties, the Parties shall execute a recordable memorandum of HMA. Upon execution, such memorandum shall be recorded and/or registered (as applicable) at Owner?s sole cost and expense in thejurisdiction in which the Hotel is located. Working CapitaI: Limitation on Operators Duty: N0 Gaming: Currency: Operator will establish and maintain (from funds othenvise due to Owner) a working capital account which shall at all times contain a sum equal to four (4) months of estimated Operating expenses for Operator to use to operate the Hotel. Operator's performance of any obligations under the HMA that require the expenditure of money shall be subject to the availability of sufficient funds from the operation of the Hotel or otherwise provided by Owner, and under no circumstance shall Operator be obligated to advance its own funds. All costs and expenses of operating, maintaining, marketing and improving the Hotel and providing Operator?s services shall be payable out of funds from the operation of the Hotel. In the event there shall not be enough funds from the operation of the Hotel to satisfy such costs and expenses, Owner shall be required to make sul?cient funds available to Operator within ?fteen (15) days after Operator?s demand therefor. Operator shall use reasonable efforts to forecast and advise Owner in advance of any such anticipated de?ciencies. Although Operator shall not be obligated to advance its own funds, if Operator chooses to do so, in Operator?s sole discretion, Owner shall reimburse Operator (or, if directed by Operator, its af?liates) for any costs and expenses that are incurred and paid by Operator for Owner?s account. In no event may the Hotel or any portion thereof be used for Casino and Gaming Activities (as de?ned herein) without the prior written consent of Operator, which may be withheld in Operator?s sole discretion. In the event of a breach of this section, Operator shall have the immediate right to terminate the HMA. For purposes of this section, the term ?Casino and Gaming Activities" shall mean the business of owning, operating, managing or developing a casino or similar facility in which a principal business activity is the taking or receiving of bets or wagers upon the result of games of chance or skill, including hotel, dockside, riverboat, cruise ship, transportation, entertainment, sports, resort, bar, restaurant and retail services in connection with any of the foregoing activities. All references in this Term Sheet (including all exhibits and schedules) to dollar amounts, and all uses of the symbol shall refer to the lawful currency of the United States of America, and all amounts to be paid hereunder, including, without limitation, the Management Fees, shall be paid in US Dollars. Concurrently with the making of any payment, Owner shall pay to Operator an amount equal to any sales. value added, excise and similar taxes Non-Disturbance: Governing Law and Jurisdiction: Con?dentiality: No Brokers: Interpretation: levied on or deducted from such payment or assessed against Operator. If any withholding or other taxes, duties or deductions apply to any payments to Operator, Owner shall increase these payments so that Operator receives the same net amount that they would have received if no withholding or other taxes, duties or deductions were applicable. Owner will provide Operator with a non-disturbance agreement from all mortgagees, ground lessors and other superior instrument holders, on Operator?s standard form, providing for, among other matters, Operator?s right to continue operating the Hotel in accordance with the HMA notwithstanding foreclosure of the moNgage, termination of the ground lease or other similar events, the non?subordination of Management Fees and Operator?s control of funds and accounts. The HMA, the TSA and this Term Sheet will be governed by the laws of the State of New York (without regard to con?ict of laws principles), and the Parties will submit to the exclusive jurisdiction of the federal and state courts of the State of New York. The terms of this governing law and jurisdiction provision are binding and shall survive the termination ofthis Term Sheet. The Parties (which for the purposes of this paragraph shall include each of the Parties? of?cers, directors, members. employees, agents, contractors, consultants, servants, associates or representatives) shall at all times keep the terms of this Term Sheet. including any information disclosed which is pertinent to this Term Sheet, and the underlying transaction, strictly con?dential. Owner shall also keep its relationship with Operator, the Trump Brand Standards and the of agreements provided by Operator confidential. The tcmis of this con?dentiality provision are binding and shall survive the termination of this Term Sheet. Owner represents and warrants to Operator that it has not dealt with any broker with respect to the transaction contemplated by this Term Sheet and agrees to indemnify and hold Operator harmless from and against any claim for any brokerage or other commission or ?nder?s fee made by any person or entity claiming to have acted 0n the behalf of Owner by reason of the transaction contemplated herein. The indemnity set forth in this paragraph shall survive the termination of this Term Sheet. The words ?include?, ?includes?, ?including? and ?such as? shall be construed as inclusive expressions and as if followed by the words ?without being limited to? or ?without limitation". Except for the No-Brokers, Con?dentiality and Governing Law/Jurisdiction provisions set forth herein, this Term Sheet shall not be binding on any Party hereto. The Parties hereto agree that unless and until the agreements contemplated by this Term Sheet have been executed and delivered, no Party shall be under any legal obligation of any kind whatsoever to consummate a transaction hereby by virtue of this Term Sheet, and no equitable cause of action shall be asserted by any Party with respect to the consummation of such transaction, and this Term Sheet shall not be construed to be a binding contract between any Party hereto (other than with respect to the No-Brokers, Confidentiality and Governing Law/Jurisdiction provisions set forth herein). SCHEDULE 2 LICENSE FEES Licensee shall pay to Licensor for the license of the Licensed Mark, as herein provided, all of the following non-refundable fees (the Up-Front Fee, Gross Sales Fees, Commercial Of?ce Component Rent Fee and Other Fees, collectively, the ?License Fees"). AMOUNT OF PAYMENT OF PAYMENT The ?Up-Front Fee?: $4,000,000 25% upon execution of the License Agreement; 25% upon Licensor?s approval of the location of the Property; 50% upon the earlier to occur of seven (7) days prior to the groundbreaking of the Project and (ii) two (2) years following the execution of the License Agreement. The below, collectively, are the ?Gross Sales Fees?: 5% of Gross Sales Price up to Upon the applicable Gross Sales Fee Payment Date. 3 00,000,000; (ii) Thereafter, 4% of Gross Sales Price up to $250,000,000; Thereafter, 3% of Gross Sales Price up to $500,000,000; (iv) Thereafter, 2% of Gross Sales Price up to ,000,000,000; Thereafter, 1% of Gross Sales Price (each of the foregoing, as applicable, the ?Gross Sales Rate"). For purposes of this Agreement, ?Gross Sales Price" shall mean the total selling price of each residential condominium unit (each, a ?Residential Unit?), without any deduction therefrom whatsoever. Gross Sales Rate of 5% of Other Unit Gross Upon the applicable Gross Sales Fee Payment Date. Sales Price. For purposes of this Agreement, ?Other Unit Gross Sales Price? shall mean the total selling price of any portion of the Property which is not a Residential Unit, including, without limitation, portions ofthe retail area, storage spaces, cabanas and similar areas and all additional amenities or components (includim; any memberships) not otherwise contemplated in the License Agreement (each, an ?Other Unit?), without any deduction therefrom whatsoever. The ?Commercial Of?ce Component Rent Fee?: For any Other Unit Space leased at any time at the Property, 3% percent of all the rent (base rent plus all additional rent, including, without limitation any percentage rent) applicable to such Other Unit. On a basis, within ?ve (5) business days of receipt from the tenant. The ?Other Fees?: 3% of Other Revenue. For purposes of this Agreement, ?Other Revenue? shall mean any and all other revenue whatsoever derived From the Property, including, without limitation (or duplication), concessions, activity fees, catering, conference and banquet fees, food and beverage receipts, ?tness center and spa sales and receipts, equipment rentals and provision of other services. On a basis, prior to the tenth (10th) day of each calendar month on account of the prior calendar month. As used herein, ?Closing? shall mean the earliest to occur of the date upon which the buyer of a Residential Unit or Other Unit is granted ownership rights over the Residential Unit or Other Unit in question and/or title to the Residential Unit or Other Unit is transferred, the buyer of a Residential Unit or Other Unit is otherwise permitted to occupy or in any manner use the Residential Unit or Other Unit in question, or Licensee takes any action which, in the commercially reasonable judgment of Licensor, constitutes a constructive closing of the sale of the Residential Unit or Other Unit in question (including the remittancc of any deposit, down payment, installment payment or other form of payment by any purchaser ot?a Residential Unit or Other Unit which, in the commercially reasonable judgment of Licensor, constitutes a material portion of the Gross Sales Price or Other Unit Gross Sales Price, as applicable, in respect of such Residential Unit or Other Unit), irrespective of whether or not, in each case, ownership rights over the Residential Unit or Other Unit and/or title to such Residential Unit or Other Unit have been transferred or (ii) Licensee has received payment in full or in part from the applicable buyer or construction on such Residential Unit or Other Unit is complete other than punchlist items or items waived by the purchaser As used herein, ?Gross Sales Fee Payment Date? shall mean, with respect to any Residential Unit or Other Unit, at the Closing of the sale of such Residential Unit or Other Unit, or, if applicable, in installments, simultaneously at any earlier time(s) that Licensee withdraws any of the Deposits made with respect to such Residential Unit or Other Unit, as applicable, from escrow (any such withdrawal shall be subject to the terms of the License Agreement) or (ii) any purchaser of any Residential Unit or Other Unit remits any deposits, installment payments, downpayments or other funds which, in the commercially reasonable judgment of Licensor, constitutes all or any portion of the Gross Sales Price or Other Unit Gross Sales Price, as applicable, of such Residential Unit or Other Unit (which installment shall be equal to the Fee Share (as de?ned in the License Agreement? and/or on the Extrapolation Date (as de?ned in the License Agreement). From: "Fenx Saler" -- Subject: Fwd: Trump Moscow - LOI Date: October 26, 2015 319'26'23 AM EDT To: Dmilry Chizhikov Andrey Rozov -- Begin fnrwardcd message: From: Michae' Cohen Date: October 21, 2015 at 11 10 47 AM EDT To: Subject: rump Moscow - LOI Ca" me in the office Yam 5' 725 Filth New Yor NV 021 Oelober 7. ZOI 5 Expen lnvestmem Company 25 Avenue Moscow: Russia, l|907| Andrey Romv Re dew/upturn] a! [ml L'lmx lurm mum/mu hp [mull/I on 1' mp llrar/diltmel Mmmil' (m nun .n/nn lmmt' in Minna/In tlxl't'wl In in mu um] mm Mmaln' ('Ily rm.) "Prefect '9 Dear Andrey This lener of intent (this sets forth a summary of some of llte basic lelnis of a license agreement (the "License Agreement") in be entered into by Trump Acquisition LLC and/nt' one or more of iis aflilialcs, as llcensor and Experl Investment Comp-Any and/ur one ur mom or its amlrates. as licensee ("Licensaem with respecl to (Licensnr and Licensee collectively, ihc "Parlics") and Hi accordance will! Licensor's current form of license zgleenienl TillS LOI is only intended to facilitate fimher discussions beiwezn |lic Pnniex and solely represents the Panies' currenl intention lo Ilegoiiale for and anemp' to enter into a mutually acceplable agreement covering all aspects of the transactinn, however. to the terms and conditions llereafler provided A general outline orthe proposed |ransactinn is, as follows Lit'ensur.' LLC and/or one or more urns atl'rlinres Lit'tmxciz: I C, Expert Ilwesnnem Company and/or one or more of affiliates Real property to be acquired by Licensee and In be known as Trump Wurlrl tor sue-Ii other name as mutually agreed upon by the Parlles) and located In Moscow City' as mutually agreed upon by the Parties (the Licenu'tl Mark: Licellsor will giant to Licensee Ilon-cKclusive rlglit use one or more derivalives ol' the "Trump" name to he agreed upon by the Pafiies (the "Unified l'or the purpose of identifying, promoting and milrkelillg the Pruperly and each and every amenity and component to bl: located iliereon (each a "Development Component"), to the lerms ofrlte License Agreement The term License Agreement shall commence on Ilic dale al'thc License Aglcemenl and end on the dale the License Agreement shall terminate pursuant to its terms tn by operation ot'law Melapmenl In addition to certain other related amenities. components and Components: facilities as the Parties shall mutually agree upon from time to time. the Property shall contain and consist of the following Development Components Development Conlnniteut Deuriglioaneguiremenlr Residential Approximately 250 first class, luxury Component residential condominiums Hotel One first class, luxury hotel Component consisting otapproxrmately 15 floors and containing not fewer than 150 hotel rooms Recreational One first class, luxury spa/fitness Component center with related amenities Commercial A commercial component consistent Component with the overall luxury level of the Property Olfice Component An office component consistent with Class A luxury omce propenies Parking A parking component oonsistent with Component the overall luxury of the Property Dzveluymzm Licensee will design, develop, equip and furnish the Property, including without limitation, each Development Component, in accordance with Licensor's Development Standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement Operating Licensee will, at all times, operate and maintain the Propeny and each Stunt/rink: Development Component and ensure that all users maintain these standards or ownership, operation and maintenance set forth in Licensor's Operating Standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement, in connection with the Property and each Development Component karma/Plant>>: Licensee shall deliver to Lieensor all plans and specifications, renderings, a proposed construction budget and other explanatory materials as Licensor shall reasonably require to convey the design of the Property (collectively, the ~~Plant") All Plans shall be subject to Litxnsur's prior review and approval, which approval shall not be unreasonably withheld or delayed provided that the Plans comply with Licensor's Development Standards and Operating Standards, where applicable Each architect, designer, engineer, landscape designer and consultant retained by Licensee in connection with the design, construction and development ofthe Property shall be subject 2 Management of the Property: License Fens.- Termination Rights/Crass. Terminult'nn: Licensee Trims/er Rights: to Licensor's prior written approval (not to be unreasonably withheld or delayed) Licensor shall also have reasonable approval over the sales and marketing agencies retained by Licensee to market and promote the Property and the Development Components as well as approval over all advertising materials and sales and marketing campaigns Licensee shall execute a Hotel Management Agreement with an affiliate of Licensor for the operation ofthe Hotel In accordance with the terms set forth in Schedule I hereto and pursuant to Licensor's or its atriliate's customary rorm management agreement Licensee shall also execute a Residential Management Agreement at Licensor's option. for the management of the Residentlal Condominium by an affiliate of Licensor, on terms which shall be competitive with those terms offered by an experienced manager of branded luxury real estate Comparable to the Residential Condominium, as determined by Licensor in its reasonable discretion In the event Licensor shall elect in its sole discretion not to manage the Residential Condominium, the company selected by Licensee to manage the Residential Condominium, and any agreement relating thereto. and the terms thereof, shall be subject to Licenscr's prior written approval (not to be unreasonably withheld or delayed) In this case, Licensor shall have the right to supervise the operations and management of the Residential Condominium by the selected manager to ensure compliance with the Operating Standards, and Licensor shall be entitled to reimbursement of Licensor's costs and expenses for such supervision (the "Supervisory Fee"), which Supervisory Fee Licensor shall be entitled to collect from all residential condominium untt owners of the Property pursuant to an applicable provision to be included in the Condominium Documents (as defined in the License Agreement) Licensee shall pay to Licensor certain non--refundable license fees as set t'onh an 2 attached hereto The Panies shall negotiate applicable termination rights giving Liocnsoi cenbin rights to terminate the License Agreement in certain events, including, without limitation, in the event of a default by Licensee or its affiliate under, or a termination of: the Hotel Management Agreement or the Residential Management Agreement Except for sales of individual condominium units at the Propeny in the ordinary course ofLicensae's business and in accordance with the terms of the License Agreement and contain limited circumstances to be amculatcd in detail in the License Agreement. Licensee shall be precluded from conveying all or any portion of its interest in the Property, any direct or indirect ownership interests in Licensee or any 3 Drpmib: N0 (Illu'r Etpcnie pennin- nrits light, title and inteiesl the License Agreement All deposits. down payments. installments and other payments (together, "Deposits"l made by any otaiiy unit in ndvance at' the closing of such unit shall be deposited In escrow. Licensee shall not, without the prior written consent of which may be withheld in Licellsm's sole discretion. remove any portlon tit the Deposits train escrow irrespective at' whether Licensee is permitted to withdraw the deposit in question from escmw pursuant to the lenns ot'ihe contract of sale governing the sale of such ititii Di pursuant to any loan documents with respect to any financing obtained by Licensee with respect to the I'I'upeny in no event may the Property in any portion thereof be used it>> Other Uses (as llereinafler defined) without the [met written consent of Liceltsor, which may be withheld in Licellsor's sole discletlun Ill the event of a breach of' this section, Licensor shall have the immediate right to terminate the License Agreement For purposes ot'lhis seclmn. the letnt "Other Uses" shall mean all uses other than the Development Components explessly set forth in this Let and shell incitidc, limitation, time shares, residential nr resort membership clubs, ownership and any similar forms ct uwnetsltip that divide such ownership according to specific assigned caleildai perinds or similar tB) hniel condominiums. serviced apartments, extended stay hotels or ally silnilal use (C) gnli' courses and in) casinos and the ownership. operation or manngenient at casinos and any gnnting nctivrties. including. wtihoiit limitation, any activities relating, to or consisting nt'the taking 0! receiving ol'hets or wagers upon the result or games Di'chance nt skill Prior the date that Liccitsor shall hire or otherw' agree to the services of any third party (including. but nut limited to. local counsel. tax counsel. tradelnatk counsel. condominium counsel and any accountants) for the provision at advice or services related to the drafting. and negotiation at the License Agreement ("Third Party Services"). Licenwr shall deliver a notice of such intent in writing, (which may he sent via to Licensee. and Within three at days ut' Licensee's receipt of such notice. Licensee shall he required to deposit with Licensor an amount equal to "00.000 (the "Expense Depnsii") Simultaneously with the execution (if the License Agreement, the first instalment of the Up-Ftotti Fee (as defined In Schedule 2] shall he offset by the full amount ilt'the Expense Deposit it' Licensee has delivered the Expense Deposit to Llcensitr ln with this Licensee shall be obligated to pay to Licenscr tin amount equal to upon execution of the License Agreement. representing an amount equal to first instalincni nt'ihc UertOlit Fee less the Expense Depustii Il' licensee has pant the Expunse Deposit and thereanen Pany Ill 4 Nu Bmken: Principal: Nrm- Disturbance: Lirnfidcniinli'hr; Realm Currency: its sole discrelion chooses to execute the License Agleelnenl, uren License! shall refund to Licensee ihe porrion or such Expense Deposil (ll'nny) lhal has not been allocaled to ill: payment of cosis incurred by Licens/dl for Tllild Pany Services Llocllsee represents and wnrlanls ln Licensul ii has nor deall any hrnker respecl it: ill: transaction cumemplaled by and agrees in indemnify and hold Licensor harmless from and against any claim for ally brakemge or oiher commission cu finder's fee made by any person or enriiy claiming re have nered on ihc behall'uf Licensee by reason ol'lhe comemplaled herein The iudeuiniiy sei rorih iu paragraph shall ihe LOI Licensee hereby represents and wari-nius the principal or Licensee is Andrey anov ("Principal"), who owns l00% ol' Licensee Licensee will provide Licensor mm a rronr all ground lessors and onier superior insirriineru holders. on Licelisnr's slandard rornr The Parties (which for the purposes or nus paragraph shall include Panies' respceuve omeers, diieciors. members, employees, agenls, Conlraclors, associates or represeniiuiyes) agree io keep confidential rhe lernis or rhis LOI, iheii relationship wuh ihe odrei Pany and any oiher infolnlariml disclosed which is perirneni ihis and will only disclose rhe same in ils represenialives. lenders and lhird parties on a need in know hasis ihe foregoing, Donald Trump shall be perniilled in make public ln lIlL- iransacllons by this and the riflhc Primes provided sucll slnlenlenlx nol discluse any tellns hereof Tlie of this shall survive the termination oflliis LOI Principal shall be required lo guaranlee ihe io Lirensor or any loss damage, eosl or expense, Including leasnlinble counsel Fees and disbursemerus, incurred by or on behalf or Licensar by reason orihe occurrence ofeenain bad boy acls conuniired by Licensee All references in (Including all exhibits and schedules) (0 dollar amoilnls, and all uses of the symbol slinll refer lo Ille lawful oflhe Unlled Slales of America mill all to he paid hereunder, including, witlloul llniilalion, all Llcerlse Fees, shall be pald ill US Dollars shall cooperale Willi Licensnr, al Licensee's sale can and expense ill the :yeln Illa! Licensur desires lo resnuclnre all or any main>> 9f ill: uansacliousconlemplaled by Ill: 1.0! In acwunl for lax and/or lucul law concerns Gowrning The binding of mis LOI (and, rl and when execlnen, the Lalv/Vlnut: Lieense Agreenrern) shall be governed by rlie laws enhe Slam of New Yurk regard in conflicl or laws principles) All disputes between the Pnnies under rhe binding provisions of LOI (and, If and when ewcured. Illa License Agleemenl) shall be hy bindmg arbilnnion ln with the Comprehensive Albillalian Rules and Procedures lulumnlimlal Arhilminn Rules The place shall he New York, NY. Excepl for (he Brokers. Confidentiality and Governing Law/Venue prnvisinns sei fonll herein, lhis LOI shall nor be binding on any pnny herelo The Parties agree lhai unless until a License Agl'eemenl between (he Panies has been execuked and delivered, nu parry shall be under any legal obligation of any kind wllalsoever to ounsummale a |mnsaclion hereby by vinue LOI, Illis shall nol be construed to be A blnding conlracl belween ill: Panies (mller than respecl lhe Brokers, Cnnfideminlny and Law/Venue provisions sei funh herein), and no eqnilahle cause nl'ncrlon shall be assened by any lhal a ur ngreemenl (definllive or nlhelwlse) mm between lh: Panic: wilh rcspecl in any lransnelinn contemplaled>> proposeds or discussed herein. FOLLOW THIS Pruvided you are in agreement with these terms, please countersign this L01 in me space provided below and Ietum a copy to my mention We look fonard to your timely Inspunse Very :me yours, TRUMP ACQUISITION, LLC By Name Tille THE ABOVE IS ACKNOWLEDGED, CONSENTED TO AND AGRE BY: LC. EXPERT INVESTMENT COMPANY By Name Title HOTEL MANA EME SCHEDULE 1 AGREEMENT TERM SHEET the following WIS forth (In art/lute ofthe princtpal terms and Conditions of the [Ira/Jared hotel agreement (the [hat the below mentionedmrtiet (each, a "Party", and together, the "Fit niu") have the to negotiate nupccl In the below re/ercm'ed hotel With your appmval of Men! terms and condittoni, Operator (as defined below) is prepared to draft an HMA and ISA (as hereinafter definero/cryonr review Hate]: Owner: Operator: Term. Man agtmenr Fees: A first class, luxury hotel (the "Hotel") to be known and operated as Trump International Hotel Tower Moscow (or such other name as the Parties shall mutually agree upon) located in Moscow City containing approximately 150 hotel rooms, IC, Expert Investment Company and/or one or more of its affiliates Trump International Hotels Management, LLC and/or one or more oflts affiliates The HMA shall expire (25) full calendar years from the date the Hotel opens for buslness as a Trump brand hotel accepting paying guests in accordance with the HMA (the "Opening Date"), with Iwo (2) consecutive live (5) year consecutive renewal terms, each of which renewal terms shall be at Operator's election m: A base fee (payable on a basis) for each month during the Term (including any partial month at the commencement and expiratlun or termination orthc Term) equal to Years 1.5 300% of Gross Operating Revenues Years 645 (plus renewals) 4 00% omross Operating Revenues "Gross Operating Revenues" means all revenue and income or any kind derived directly or indirectly from the operalion or the Hotel, and expressly including all gross revenues generated from guest rooms and other areas. food and beverage areas, the operation ofall banquet, catering and room service functions at the Hotel, including any such services which may he provided (rl) the operation of any parking facilities at the Hotel or the site or which otherwise provide parking services for Hotel guests and visitors, lease payments, management or operating Empluyees: Develnpment Standards: Maintenance and Repair o/Hateh Centralized Services: payments. rentals or other payments or distributions to Owner or the Hotel from any third parties that are tenants of or otherwise manage or operate areas in the Hotel, and (0 tees for services such as internet and movie, facilities fees, resort fees, and similar fees and all commis 'ons received, but expressly excluding the following taxes, (it) receipts from the financing, sale or other disposition of capital assets and other items not in the ordinary course of the Hotel's operations and income derived from securities and other property acquired and held for investment; any proceeds paid as compensation for condemnation or alterations or physical damage to the Hotel, (1V) proceeds of any insurance, and rebates, discounts or credits provided by Operator to Hotel guests incentive Fee: An incentive fee (payable on a basis and subject to annual reconciliation) equal to 20% of Adjusted Gross Operating Profit "Adjuttcd Gioss Operating Profit" shall mean Gross Operating Profit (as such term shall be defined in the HMA) less the Base Fee. Other than Hotel executive staff that Operator, in Its sole discretion, elects to employ, Owner or an athltate of Owner will be the employer of all employees of the Hotel and will be solely responsible for the payment all employee salaries, costs and expenses, all of which shall be included as Operating Expenses The selection of all employees of the Hotel will be at Operator's discretion, and Operator will be responsible for and control all employee hiring, termination. benefits, training, development, administration and other employee related matters Owner, at Owner's sole cost and expense, shall design, develop, construct, equip and furnish the Hotel in accordance with the Trump Brand Standards (as such term shall be defined In the Operator, at Owner's sole cost and expense. shall operate and maintain the Hotel in accordance with the Trump Brand Standards, and Owner shall provide Operator with sufficient funds so as to enable Operator to comply with such obligations The Hotel and its employees shall be obligated to participate in all of Operator's (and its amliates) mandatory centralized services, which centralized services may, at Operator's election, wtthout limitation, coordinated marketing and advertising (as more particularly described below). training and orientation, information technology services, reservation services, human Reimbursement of Fees: Hale! Technical Services: Dell! Covenants: resources payroll, benefit plan administration. purchasing services guest satisfaclion surveys and brand assurance audits Owner shall pay Operator for such centralized services within fineen (15) days tollowing Operator's demand therefor Owner shall reimburse Operator for all or Operalcr's customary costs and expenses, including, bul not limited to, legal fees. travel related expenses (including airfare), architectural review tees, domain name filing fees and trademark filing and review fees, all as more particularly described in Operator's current term or HMA Operator will provide technical services to Owner in connection the development of the Hotel pursuant to a separate technical services agreement to be entered inlo between Owner and Operator in accordance with Operator's customary form (the The term orthe TSA shall expire on the later of(a) the opening Date or to) the date the work on the Deficiency List (as such term shall be defined in Ihe TSA) is completed to Operator's reasonable satisfaction The TSA will, among other items, contain customary terms and conditions, including, without limitation, a technical services fee to be paid by Owner to Operator in the amount of fig] per room per year (and any portion thereof on a prorated basis) fertile term oflhe TSA), and the reimbursement of all OfOperatOr's out oipocket expenses In the event Operator shall provide personnel Onrsile, the costs and expenses associated with such personnel (including all compensation paid to such personnel) will be reimbursed to Operator by Owner Owner shall not incur Financing (as such term shall be defined in the HMA) in connection with the Hotel (wllelher secured by the Hotel or utherwrse) that prior to the Opening Date exceeds seventy--five percent of the cost to develop. fumish and open the Hotel, at any time following the Opening Date exceeds seventy-five percent of the loan to value ratio for the Hotel or (1) would cause the ratio of Adjusted Gross Operating Profit minus the cost ortaxes, insurance premiums and deposils inlo the Reserve Fund (as such term shall be defined in the HMA) for the period in question to (ii) anticipated aggregate Debt Service (as such term shall be defined in Ihe HMA) in connection with all Financing: for the next twelve months is not reasonably anticipated to be less than 14 to 1 Any musl be obtained from an Institutional Lender (as such term shall To be discussed will anrnp llotcl CEO. Hold! ,s'rrles Mar/(rainy new: anI rurd Beverage Fuct'lilim: be defined in the HMA) an nseat year, Owner and Operator slrall set aside 200% of Gross Operating Revenue: to be contributed to a eernralrzed firm: be by Opcramr at an of Operator for sales and markeling errorts among all "Trump" branded hotels Opuramr may clcc| Io manage the loud and beverage raerllnes er the Hare! lt'Operator duds nol elecl to manage uch facihlres, it may choose to have such food and beverage ra lles operated by a rbird party. which may be an arm. or Operator Operator's seteenon or any third pzmy, rne manner in such food and beverage raerlnres shall be operated (Le, a lease trcense. edneessren management or sirmlar ngleemenl) on behalf of Owner and the forms of such agreements shall be subjecl to Owner's reasonable approval obee such approval rs granted. Operator may negotiate emer mm and admimstet such agreements. so long as such agreements eitner (al have a term equal In or less man one (I year or can be mnnilulled. Without penalty, and upon notice or not more than |80 days tn connection Ille negotiatmn and/or adminis|ra|ioll or any such agreement, Operator may. at Owner's expense, engage counsel reasonably approved by Owner All such agreements shall requlre the third panics npemle the food and beverage raerlnres accordance the Trump Brand Standards Operator may elec| ro manage [he spa and/or runess facilities of the Hotel Ifopelalor eleels not In manage any spa and/or mness taerliues as a department oflhe Hotel. Operatul may select a panv' which may he an ah'rliare emperaror, to operate all or any ponicm ersnen raerlln'es under such party's brand name or such other name pursuant to an agreement as determined by Operamr Operalul may magnum, enter and such agreements so long as such agreel'tlems etther have a lenn equal to or less rban one (I) year or can be Icnninhled, without penalty. and upon notiee orno more rhan lxo days Operator may also brand all or any porliurt nfthe spa or fitness as "The Spa by lnanka Trump" or brand bud/or (hm) operate such branded spa or fitness facilitic, a department nfthe Hotel or (in select any pany, may he an ambare of Operalol. to operate snob branded spa ur l'nness laerlmes. and In connection therewllh, may enter 'mro and admimster, the name and on bebalr of Owner, any agreement for such blanded spa or fitness facililles AH interior design elements of Reserve Fund; slittyAlt-xignment: Memorandum afHM/t: the spa or fitness facilities shall be Completed and maintained in such manner as approved by, in their sole and absolute discretion. Operator and (ii) to the extent that the spa or fitness facilities are branded under the "spa by Ivanka Trump" (or similar) brand, Ivanka 'l'nitnp or her designee During each fiscal year, Operator shall, on a basis, set aside (from funds otherwise due to Owner) the percentage of Gross Operating Revenues set forth below to a bank account designated by Owner and controlled by Operator to hind furniture, fixtures and equipment replacement for the Hotel, capital improvements and all other expenditures reasonably necessary to maintain the Trump Brand Standards and physical standards for all portions ol'the Hotel as delermincd by Operator In the event that there are not enough timds from the operation of the Hotel to fully fund such reserves, Owner shall be required to fund such reserves from other sources Further, in the event the amount on reserve inadequate to pay for the cost of any arthe foregoing, Owner shall be required to tund the difference The percent ofOross Operating Revenues which Owner must set aside or otherwise fund are, as follows Year 1 3% of Gross Operating Revenues Year 2 4% omress Operating Revenues Years 3--25 (plus renewals). 5% ofGross Operating Revenues Provided that Owner is not in default under the Or TSA following the Opening Date, Owner may effect a transfer of an ownership or leasehold interest in the Hotel to a party who is not a Prohibited Person (as such term shall be defined in the HMA), has sutficient financial resouroes and liquidity to satisfy Owner's obligations to Operator and its nmlintes under the HMA and (2) has adequate experience in the ownership of projects similar lo the Hotel. in each case as reasonably determined by Operator, provided that Owner's entire interest in the [Intel is transferred and (ii) the HMA is assigned, with all obligations, to the transferee and the transferee assumes all such obligations in writing Simultaneously With the execution of the HMA or upon a later date to be mutually agreed upon by the Parties, the Parties shall aecute a recordable memorandum of HMA Upon execution, such memorandum shall be recorded and/ctr registered (as applicable) at Owner's sole cast and expense in the jurisdiction in War/ting Capital: an Duly: No Gaming: Currency: which the Hotel is localed Operator will establish and maintain (from funds otherwnse due I0 Owner) a working capital account which shall at all times contain a sum equal to four (4) months of estimated operating expenses for Operator to use to operate the Hotel Operawr's performance of any obligations under the HMA that require the expenditure of money shall be subject to the availability of sutfrcient roads from the operation of the Hotel or otherwise provided by Owner, and under no circumstance shall operator be obligated to advance its own funds All costs and expenses otoperating, maintaining. marketing and improving the Hotel and providing Operator's services shall be payable out or funds from the operation ofthe Hotel In the event there shall not be enough hands from the operation of the Hotel to such costs and expenses, Owner shall he required to make sufticient funds available to operator within ftheen (15) days aher Operator's demand therefor operator shall use reasonable efforts to forecast and advise Owner in advance of any such anticipated deticiencies Although Operator shall not be obligated to advance its own funds, if Operator chooses to do so, in Operator's sole discretion, Owner shall reimburse Operator (or, if directed by operator, its affiliates) for any costs and expenses that are incurred and paid by operator for Owner's account In no event may the Hotel or any portion thereof be used for Casino and Gaming Activities (as defined herein) withnut the prior written consent of Operator, which may be withheld in Operator's sole discretion In the event of a breach of this section. Operator shall have the immediate righl lo lerminale the HMA For purposes of this section, the term "Casino anti Gaming Activl cs" shall mean the business of owning, operating managing or developing a casino or similar facility in a principal business activity is the taking or receiving of bets or wagers upon the result of games of chance or skill. including hotel, dockside, riverboat, cruise ship, transportation. entertainment. sports, resort, bar, restaurant and retail services tn connection with any of the foregorng activities All references in this Term Sheet (including all exhiblls and schedules) to dollar amounts, and all uses ofth symbol 3 shall refer to the lawful currency orthe United States of America, and all amounts to he paid hereunder, including, without limitation. the Management Fees. shall be paid in us Dollars Concurrently with the making or any payment. Owner shall pay to Operator an Ndm-Ih'xlurhlmue: (Inventing Lulu 11ml .Iuristlicrirm: equal to any sales, value added, excise and simllar mxes levied on or dedilcled from such payment or assessed against Dperalol "any withholding or other Iaxes, duiies or deductions apply In any payments to Operator, Owner shall increase these paymenls so that Operator remrves the same amount tltal they would have received if no or other Iaxes, duties or were applicable. Owner will provide Operator a lion-disturbance agreement rretrr all mongagccs, ground lessors and olhel' superior inslrumenl holders, on Operalor's standard form, pmviding fur, amullg other mailers. Dperalor's riglli I0 |he Hniel in accordance Willi [he HMA foreclosure of ihe mongage, iernilnailon ofllte gtuund lease olher similar evenisi the nonsuhnrdinalinn or Managemeni Fees and Opel'alor's control ol'filnds and accoilms The We nwlbinding provisionsrof'rllis Teml Sheet lfalld when execilled, Ihe TSA and llie HMA) shall be governed by the laws oftlle Stale of New York (without regard to cunllici nl' laws the lziultes will In the ewhhlie rind \hfle unuh M'llie New with lhe leiilh itl' L'nvelimig law and uninln-liint <Nn Interpretation: Owner represents and warrants to Operator that it has not dealt With any broker with respect In the transaction contemplated by this Term Sheet and agrees to indemnify and hold Operator harmless from and against any claim for any brokerage or other commission or finder's fee made by any person or entity claiming tu have acted on the behalf owaner by reason ofthe transaction contemplated herein The indemnity set forth in this paragraph shall survive the termination Term Sheet The words "include", "includes", "including" and "such as" shall be construed ns inclusive expressions and as if followed by the words "without being limiterl to" or "without limitation". Except for the Confidentiality tutti Governing Law/Jurlsdiclion provisrons set fonh herein, this Term Sheet shall not be binding on any Party hereto The Parties hereto agree that unless and until the agreements eonlemplated by this Term Sheet have been executed and delivered, no Party shall be under any legal obligation nrany kind whatsoever to consummate a transaction hereby by Vlnue of this Term Sheet, and no equitable cause efaetinn shall be asserted by any Pmy with respect to the consummation of such lransactiorl, and (12) this Term Sheet shall not be construed to be a binding contract between any Party hereto (other than with respect to the No-Erokers. Confidentiality and Governing Law/Jurisdiction provisions set forth herein) SCHEDULE 2 Licensee shall pay to Licensor for the lieense of the Licensed Mark. as herein proinited, all of the following nonrefundable fees (the Fee, Gross Sales Fees, Commercial omce Component Rem Fee and Olher Fees, collectively, the "License Fees") AMOUNT OF PAVME OF PAVMEN The "Up-From Fee": 34000000 25% upon execution ofihe License Agreement; 25% upon Licensor's approval orthe location cftlie Property, 50% upon the earlier it) occuroffi) (7) days prior to the groundbreaking ofthe Projacl and (ii) two (2) years following the execution of the License Agreement Th0 below. collectively. are the "Gross Sales Fees": 5% omess Sales Price up l0 $100,000,000, (ii) Theieaficr, 4% of Gross Sales Price up to 0250000000, Thereafier, 3% ofcrress Sales Price up Io 3500000000, (i0) Thereafiei, 2% of Gross Sales Price up to 31000000000, Thereafler, 1% omross Sales Price tench ofthe foregoing. as applicable, the "Gross Sales Rate") For purposes ofthis Agreement, "Gross Sales Price" shall mean the total selling price ofeach residential cunduminium unit (each, a "Residential Uni without an deduction therefrom whatsoever Upon the applicable Gross Sales Fee payment Date Gross Sales Rale 0f5"/o ofOiller Uni! Gross Sales Price For purposes of this Agreement, Unit Gross Sales Price" shall mean the Iolal selling price otany portion ofthe Properly which IS no! a Resideniial Unit, including, without limiiatiou. punioris of ihe retail area, storage spaces cahanas and similar areas and all zddiliona] amenities or componenls tinelnding any memberships) not orherwrse Upon the applicable Gross Sales Fee payinent Date contemplated in the License Agreement (each an "Other Unit"), without any deduction therefrom whatsoever The "Commercial Oll'tce Rent Fee": For any Other Unit space leased at any time at the Property, 3% percent ufall the rent (base rent plus all additional rent, including, without limitation any percentage rent) applicable to such Other Unit On a basis, within tive (5) business days or receipt from the tenant The "Other Fees": 3% omther Revenue For purposes oithis Agreement, "Other Revenue" shall mean any and all other revenue whatsuever derived li'om the Property, including. without limitation (or duplication). concessions, activity fees, catering, conference and banquet recs, toad and beverage receipts, fitness center and spa sales and receipts, equipment rentals and provision of other services On a basis, prior to the tenth (10th) day or each calendar month on account of the prior calendar month As used herein, "Closing" shall mean the earliest to occur ofthe date upon which the buyer ofa Residential Unit or Other Unit is granted ownership rights over the Residential Unit or Other Unit in question and/ctr title to the Residential Unit or Other Unit is transferred, the buyer of a Residential Unit or Other Unit is otherwise permitted to occupy or in any manner use the Residential Unit or Other Unit in question, or Licensee takes any action which, in the commercially reasonable judgment or Licensor. constitutes a constructive closing of the sale of the Residential Unit or Other Unit in question (including the remittance ofany deposit, down payment, installment payment or other term oi payment by any purchaser ota Residential Unit or Other Unit which. in the commercially reasonable judgment of Licensor, constitutes a material portion or the Gross Sales Price or onicr Unit Gross Sales Price, as applicable, in respect of such Residential Unit or Other Unit), irrespective of whether or not, in each case, ownership rights over the Residential Unit or Other Unit and/or title to such Residential Unit or Other Unit have been transferred or (ii) Licensee has received payment in full or in part from the applicable buyer or construction on such Residential Unit or Other ijnit is complete other than punchlist items or items waived by the purchaser As used herein, "Gross Sales Fee Payment Date" shall mean, with respect to any Residential Unit at Other Unit, at the Closing ofthc sale of such Residential Unit or Other Unit, or, it'applicabie, (it) in installments. simultaneously at any earlier llnle(?] that Licensee Withdraws any ofthe Deposits made with respect to such Residential Unit or Other Unit, as applicable, trom escrow (any such withdrawal shall be subject to the terms of the License Agreement} or (ii) any purchaser of any Residential Unit or Other Unit remits any deposits, installment payments, or ulher funds which, in the commercially reasonable judgment ofLicensor, constitutes all or any portion orthe Gross Sales Price or Other Unit Gross Sales Price as applicable, of such Residemial Unn or Olher um (which installment shall be equal to Ihe Fee Share (55 defined in the License and/or on the Extrapolation Date (as defined in Ihe License Agreement) Document companson by Worksnare Compare on Wednesday' October 21' 2015 9 34.22 AM Tnpm: ruled/LlAdam Rossnmump Moscow\Trump Moscow - LOI Document1 lD (v4) (10345) doc Description Trump Moscow LOI (v4) (10-8-15) Rosan\Trump Moscow\Trump Moscow - LOI Document 2 ID (v5) Trump Moscow - LOI (v5) (10>>21-15) Rendering set Standard Lug-nu: lnsamon Mellon \Lmll .m It U. Sly le Chang: Format change Insened oell Deleted cell Moved cell Split/Merged oell Padding cell stall-Illa: Count Insertions 1 Deletions Moved from Moved to Style change Format changed Total changes 23 I: us 725 Filth Avenue, 26" Floor New York, NV 10022 October i, 2015 1 Expert Investment Company 25 Leninsky Avenue Moscow, Russia, 119071 Attention Andrey Rozoy Re ['mpowa' clung luxury mum run to be Imam: oi [rump Moscow (or such other name ax mutually agreed upon by the Parties-t, and located in Moscow Cuy (the "Pm/tut") Dear Andrey' This letter of intent (this mot") sets forth a summary of some of the basic terms of a license agreement (the "License Agreement") to he entered into by Trump Acquisition, LLC and/or one or more of its affiliates. as licensor ("Licensor"). and IC Expert lnyostrnent Company and/or one or more of its amliates, as licensee l" nsee"), with respect to the Project (Licensor and Lioensce, collectlvely, the "I'arties") and in accordance with current form oflicense agreement This ts only intended to facilitate further discussions between the Parties and solely represents the Panies' current intention to negotiate for and attempt to enter into a mutually covering all aspects of the transaction, subject, however, to the terms and conditions hereafier provided A general outline ofthe proposed transaction is, as follows Licenwr: Trump Acquisition, LLC and/or one or more ortts affiliates Licensee: Expen Investment Company and/or one or more oftts amliates Mtpeny: Real property to be acquired by Licensee and to be known as Trump Moscow (or such other name as mutually agreed upon by the Parties) and located in Moscow City, as mutually agreed upon by the Parties (the "Pruperty") LinenserlMurk: Licensor will grant to Lieensoe a nonexclusive right to use one or more dertvatives of the "Trump" name to be agreed upon by the Parties (the "Licensed Marks"), for the purpose of identifying, promoting and marketing the Pruperly and each and every amenity and component to be located thereon (each a "Development Component"), subyect to the terms of the License Agreement Term: The term of the License Agreement shall commence on the date ofthe License Agreement and end on the date the License Agreement shall terminate pursuant to terms or by operation of law Development In addition to certain other related amenities. components and facilities as the Parties shall mutually agree upon from time to time, the Properly shall contain and of the following Development Components Destrintion/Reguirelnents Residential Approximately 250 first class, luxury Component residential condominiums Hotel One first class. luxury hotel Component consisting of approximately 15 floors and containing not fewer than hate] moms Recreational One first class. luxury spa/fitness Component center with related amenities Commercial A commercial component consistent Component with the overall luxuly level of lhe Property Office Component An office cnmpanent consistent with class A luxury othce properties Parking A parking component consistent with Component the overall luxury ofthe Propeny Licensee will design. develop, construct, equip and lurnish the Propeny, including without limitation each Development Component, In accordance with Licensor's Development standards, which have been provided to Licensee under separate cover and will be contained in the License Agreement. aperminp Licensee will, at all times, operate and maintain the Property and each Standards: Development Component and ensure that all users maintain those standards of ownership, operation and maintenance set farth in Licensor's Operating Standards, have been provided to Licensee under separate cover and will be contained in the License Agreement, in connection with the Property and each Development Component Review Licensee shall deliver to Llecnsor all plans and specifications, renderings, a proposed construction hudget and other explanatory materials as Ltcensor shall reasonably require to convey the design or the Pmpeny (collectlvely, the "Pl.uns") All Plans shall be subject to Llcensor's pnor review and approval, which approval shall not be unreasonably or delayed provided that the Plans comply with Licensor's Development Standards and Operating Standards, where applicahle Each architect, designer, engineer, landscape designer and consultant retained by Licensee in connection with the design, construction and development ofthe Property shall be subject 2 Management of the Pmperty: License Fun: Termination Rights/Cross. Termination: Lie-ens" Transfer flights: to Licensor's prior written approval (not to be unreasonably withheld or delayed) Llcensor shall also have reasonable approval over the sales and marketing agencies retained by Licensee to market and promote the Property and the Development Components as well as approval over all advertising materials and sales and marketing campaigns Licensee shall execute a Hotel Management Agreement with an attiliaie ofLicensor for the operation of the Hotel in accordance with the terms set forth in schedule hereto and pursuant to Licensor's or its amliate's customary form othotel management agreement Licensee shall also execute a Residential Management Agreement at Lioensor's option, for the management of the Residential Condominium by an atfillate of l/icensor, on terms which shall be competitive with those terms offered by an experienced manager of branded luxury real estate comparable to the Residential Condominium, as determined by Lioensor in its reasonahle discretion in the event Licensor shall elect In its sole discretion not In manage the Residential Condominium the company selected by Licensee to manage the Residential Condominium, and any agreement relating thereto, and the terms thereof, shall be subject to Licensor's prior written approval (not to be unreasonably withheld or delayed) In this case. Liecnsot shall have the right to supervise the operations and management of the Residential Condominium by the selected manager to ensure compliance with the Operating Standards, and Lioensor shall be entitled to relmbursement of Licensor's costs and expenses for such supervision tthe "Supervtsory Fee"), which Supervisory Fee Licensor shall be entitled to collect from all residential condominium unit owners or the Property pursuant to an applicable provision to be included in the Condominium Documents (as defined in the License Agreement) Licensee shall pay to Licensnr certain nonrefundable license fees as set forth on Scheti le 2 attached hereto 'he Panies shall negotiate applicable termination rights gi ng Licensor cenain rights to terminate the License Agreement in certain events, including, without limitation, in the event of a default by Licensee or its affiliate under, or a termination ot the Hotel Management Agreement or the Residential Management Agreement Except for sales of individual condommium units at the Properly in the ordinary course ofLicensee's business and in accordance with the terms ofthe License Agreement and certain limited circumstances to be articulated in detail the License Agreement, Licensee shall be precluded from conveying all or any portion of its interest in the Property, any direct or indirect ownership interests in Licensee or any 3 Na (Ilher Uses: Expense Deposit: light. title and interest to the License Agreement All deposits. down payments, installments and other payments (together, "Deposits") made by any purchaser of any unit in advance of the closing of such unit shall be deposited in escrow, and Licensee shall not, without the priar written consent of Licensor, which may be withheld in Licensor's sole discretion, lemove any ponion (if the neposits from escrow irrespective of whether Licensee is permitted to withdraw the deposit in question from escrow pursuant to the terms of the contract oisale governing the sale of such unit or pursuant to any loan documents with respect to any financing obtained by Licensee with respect to the Property in no event may the Property or any portion thereof be used for Other Uses (as hereinafier defined) Wllhoul the prior written consent of Licensor, which may be withheld in Licensor's sole discretion In the event of a breach of this section, Licensor shall have the immediate right to terminate the License Agreement For purposes ol'lhis section. lhe term "Other Uses" shall mean all uses other than the Development Components expressly set fonh in this L01 and shall include, without limitation. time shares, residential or resort membership clubs, fractional ownership and any similar forms of ownership that divide such ownership according to specific assigned calendar periods or similar methods, (B) hotel canduminiums, serviced apartments. extended stay hotels or any similar use, (C) golf courses and (D) casinos and the ownership, operation or management of casinos and any gaming activities, including, withoul limitation, any activities relating to or consisting of the taking or receiving ofbets or wagers upon the result of games ofchance or skill Prior [0 the date that Licensor shall hire. retain or otherwise agree to utilize the services of any third party (including, but not limited to, local counsel, tax counsel, trademark counsel, condominium counsel and any accountants) for the provision or advice or services related to the drahing and negotiation or the License Agreement ("Third Party Services"), Licensor shall deliver a notice of such intent in writing twhich may he sent via email] to Licensee, and within three (3) days of Licensee's receipt of such notice, Licensee shall be required to deposit with Licensor an amount equal to Sludouo (the "Expense Deposit) Simultaneously with the execution of the License Agreement, the fiist instalment of the Up>>Fronl Fee (as defined in Schedule 1 shall be offset by the full amount of the Expense Deposit (it lfLicensee has delivered the Expense Deposit to Licemnr in accordance with this Licensee shall be obligated to pay to Licensor an amount equal to $900,000 upon execution of the License Agreement, representing an amount equal to first instalment of the Up-Front Fee less the Expense Deposit) If Licensee has paid the Expense Deposit and therealier either Party in 4 Nn Brokers: Principal: Nun- Disturbance: Curtfirlenliuliry: Rex-muse: Currency: Law: its sole discretion chooses not to execute the License Agreement. then Licenscr shall retitnn to Licensee the portion of such Expense Deposit (if any) that has not been allocated to the payment of incurred by Licenscr for Third Party Services Licensee represents and warrants to Licenscir that it has not dealt with any broker with respect to the transaction contemplated by this L01 and agrees to Indemnity and hold Licensor harmless from and against any claim for any brokerage or other commission or tinder's fee made by any person or entity claiming to have acted on the behalf of Licensee by reason oftlle transaction contemplated herein The indemnity set in this paragraph shall survive the termination of this L01 Licensee hereby represents and warrants that the principal of Licensee is Andley Rozov ("Principal"). who owns l00% of Licensee Licensee will provide Licensor with a nun>>disturbance agreement from all mongagees. ground lessors and other superior instrument holderss on Licensor's standard form The Parties (which for the purposes ufthis paragraph shall include the Parties respective cineers, directors. members, employees, agents. contractors. consultants, servants, associates or representatives) agree to keep confidential the terms or this L01, their relationship with the other Party and any other information disclosed which is peninent to this L01, and will only disclose the same to its representatives, lenders and third parties on a need to know basis Notwithstanding the foregoing. Donald Trump shall be permitted to make public statements with respect to the transactions contemplated by th LOI and the relationship of the Parties provided that such public statements do not disclose any financial terms hereof The terms at this confidentiality protisicn shall survive the termination ofthis L01 Principal shall be required to guarantee the payment to Licensor of any loss, damage, cost or expense. including reasonable counsel tees and disbursements. incurred by or on behalfot' Licensor by reason of the occurrence of certain bad boy acts committed by Licensee All references in this L01 (including all exhibits and schedules) to dollar amounts, and all uses of the symbol shall refer to the lawful currency ofthe United States of America and all amounts to be paid hereunder. including. without limitation, all License Fees. shall be paid in US Dollars Licensee shall cooperate with Llcensor. at Llcensee's sole cost. and expense. in the event that Iiicensor desires to restructure all or any 5 portion of the transactions contemplated by the Lot to account for tax and/or local law concerns. (inventing The binding provisions of this LOI (and, if and when executed, the Luw/Venue: License Agreement) shall be governed by the laws or the State of New York (without regard to conflict of laws principles) All disputes between the Parties under the binding provisions of this (and, if and when executed, the License Agreemenl) shall be settled by binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures International Arbitration Rules The place orarbitration shall be New York, NY Except for the Brokers, Confidentiality and Governing Law/Venue provisions set forth herein. this L01 shell not be binding on any party hereto. The Panies agree that unless and until a License Agreement between the Parties has been executed and delivered, no pany shall be under any legal obligation of any kind whatsoever to consummate a transaction hereby by virtue oftltis L01, shall not be construed to be a binding contract between the Parties (other than with respect to the Brokers, Confidentiality land Gnveming Law/Venue provisions set forth herein), and no equitable oause or aotion shall be asserted by any party that a contract or agreement (definitive or otherwise} exists between the Parties with respect to any transaction contemplated, proposed, or discussed herein FOLLOW THIS Provided you me in agrocmem with these please countersign Ibis LOI in Ihe space provided below and return a copy In my anemia", We look forward to your timely response Very lmly yours, TRUMP ACQUISITION. LLC By Name Title THE ABOVE Is ACKNOWLEDGED, CDNSENTED TO AND AGREED TO BY: LC. EXPERT INVESTMENT COMPANY By Name Title: SCHEDULE 1 HOTEL MANAGEMENT AGREEME TERM SHEET We following 5213 10th an outline of the [Irmmpal terms and of lhe praposerl hotel management agreement (the mm the helaw mentioned parties (each, a fly", and together, the intention to negotiate ivilh reApecl lo the below referenced hotel. with your approval uf thete terms and conch/rum, Opera/or (as defined below) is prepared to them an HMA and TM hereinafter de/tnero/otyoiir tewew. Hotel: Owner: Term. Management Fees: A first class luxury hotel (the "Hotel") to be known and operated as Trump lnlemalional Hutcl 8L Tower Moscow [or such other name as the Parties shall mutually agree upon) located in Moscow City containing approximately 150 hotel rooms investment Company and/or one or more of its amliates Trump International Hotels Management, LLC and/or one or more oi'its affiliates The HMA shall expire twenty--five (25) full calendar years horn the date the Hotel opens for business as a 'l rump brand hotel accepting paying guests in accordance with the HMA (the "Opening Date"), With two (2) consecutive five (5) year consecutive renewal terms, each of which renewal terms shall he at Operator's election Base Fee; A base rec (payahle on a basis) tor each month during the Term (including any partial month at the commencement and expiration of termination orthe Term) equal to Years LS 3 00% of Gross Operating Revenues Years 5--25 (plus renewals) 4 00% orGross operating Revenues "Grass Operating Revenues" mcans all revenue and income of any kind derived directly or indirectly the operation of the Hotel, and including all gross revenues generated from guest rooms and other areas, food and beverage areas (6) the operation of all banquet, catering and room service functions at the Hotel, including any such services which may he provided off site, the operation cfany parking at the Hotel or the site or which otherwise provide parking services for Hotel guests and visitors, lease payments, management or Emyluyecs: Deva/upturn! Standards: and Repair annteI: Centralized Services: operating payments, rentals or other payments or distributions to Owner or the Hotel from any third ponies that are tenants of or otherwise manage or operate areas in the Hotel, and fees for services such as intemet and movie, facilities fees. reson tees, and similar fees and all commissions received; but expressly excluding the fnllowing: taxes. (ti) receipts from the financing, sale or other disposition or capital assets and other items not in the ordinary course of the Hotel's operations and income derived fi'cm securities and other property acquired and held for investment, any proceeds paid is compensation for condemnation or alterations or physical damage to the Hotel, (iv) proceeds of any insurance, and rebates, discounts or credits provided by Operator to Hotel guests incentive Fge: An incentive fee (payable on a basis and subyect to annual reconciliation) equal to 20% of Adyustcd Gross Operating Profit "Adjusted Gross Operating Profit" shall mean Gross operating Profit (as such term shall he defined in the HMA) loss Ease Other than Hotc] executive staff that Operator. in its sole discretion, elects to employ, Owner or an affiliate of Owner will be the employer of all employees of the Hotel and will he solely responsible for the payment all employee salaries, costs and expenses, all oi which shall be included as Operating Expenses The selection of all employees cfthe Hotel be at Operator's discretion, and Operator will be responsible for land central all employee hiring, termination, benefits, training, development. administration and other employee related marrers Owner, at Owner's sole cost and expense. shall design. develop, construct, equip and iurnish the Hotel in accordance with the Trump Brand Standards (as such term shall be defined in the HMA) Operator, at Owner's sole cost and expense. shall operate and mnmtain the Hotel in accordance with the Trump Brand Standards, and Owner shall provide Operator with sumciem iunds so as to enable Operator to comply with such obligations The Hotel and its employees shall be obligated to participate in all of Operator's (and its affiliates) mandatory centralized services, which centrali7ed services may, at Operatur's include, without limitation, coordinated marketing and advertising (as more particularly described below), training and orientation, information technology services, reservation services, human Reimbursement 0] Fees: "are! Technical Services: Delis Covenants: resources, payroll. benefit plan administration, purciiasing services, guest satisfaction surveys and brand assurance audits. Owner shall pay Operator for such centralized services within fifleen (IS) days following Operator's demand theretor Owner shall reimburse Operator tor all or Operator's cuslomary costs and expenses, including, but not limited to, legal fees, travel related expenses (including airtaie). architectural review fees, domain name filing tees and trademark filing and review fees, all as more particularly described in Operator's current form of HMA Operator will provide technical services to Owner in connection with the development of the Hotel pursuant to a separate technical services agreement to be entered into between Owner and Operator in accordance with Operator's customary form (the The term oithe TSA shall expire on the later ot the Opening Date or the date the on the Deficiency List (as such term shall be defined in the TSA) is completed to Operator's reasonable satisfaction The TSA will, among Other items, contain customary terms and conditions, including, without limitation, a technical services fee to be paid by Owner to Operator in the amount of per room per year (and any portion thereof on a prorated basis) for the term ofthe TSA), and reimbursement otnll OfOpemtur's out ofpocket expenses in the event Operator shall provide personnel on-site, the costs and expenses associated with such personnel (including all compensation paid to such personnel) will be reimbursed to Operator by Owner Owner shall not incur Financing (as such term shall be defined in the HMA) in connection with the Hotel (whether secured by the Hotel or otherwise) that prior to the Opening Date exceeds seventy-rive percent of the cost to develop, furnish and open the Hotel, it any time following the Opening Date exceeds seventy>>five percent orthe loan to value ratio for the Hotel Or (1) would cause the ratio of Adjusted Gross Operating Profit minus the cost of taxes, insurance premiums and deposits into the Reserve Fund (as such term shall be defined in the llMA) tor the period in question to (it) anticipated aggregate Debt Service (as such term shall be defined in the HMA) in connection with all Financing: for the next twelve months is not reasonably anticipated tu be less than I 4 ID 1 Any Financing must he Obtained from an Institutional Lender (as such term shall be defined in the HMA) To be discussed nilli Trurnp Hotel CEO "Mal Sales and Marketing Fu ml: Food and Beverage: SIM/Fitness Facilities: During each fiscal year, Owner and Operator shall set aside 200% of Gross Operating Revenues to be contributed to a centralized fund to be administered by operator or an alnliaie of Operator for coordinated sales and marketing eftorts among all "Tmmp" branded hotels Operator may elect to manage the food and beverage facilities of the Hotel If Operator does not elect to manage such facilities, it may choose to have such food and beverage facilities operated by a third party. which may be an affiliate of Operator operator's selection of any third party. the manner in which such food and facilities shall be operated (he, a lease. license, concession management or similar agreement) on behalf of Owner and the forms of such agreements shall be subject to Owner's reasonable approval, Once such approval is granted, Operator may negotiate, enter into and administer such agreements, so long as such agreements either have a term equal to or less than one (1) year or can be terminated, without penalty, and upon notice of not more than I80 days In connection with the preparation, negotiation and/or administration of any such agreement, Operator may, at Owner's expense. engage counsel reasonably approved by Owner All such agreements shall require the third parties to operate the food and beverage facilities in accordance with the Trump Brand Standards Operator may elect to manage the spa and/or fitness facilities of the Hotel 1f Operator elects not to manage any spa and/or fitness factlilies its a depanment of the Hotels Operator may select a third party, which may be an affiliate of Operator, to operate all or any ponion of such facilities under such party's brand name or such other name pursuant to an agreement as determined by Operator Operator may negotiate, enter into and ndminister such agreements, so long as such agreements either have a tem equal to or less than one (I) year or can be terminated, without penalty. and upon notice ofno more than 180 days Operator may also brand all or any ponion orthc spa or fitness facilities as "The spa by lvanka Trump" or similar brand and/or operate such branded spa or fitness facilities as a department ofthe Hotel or (ii) select any third pany. which may be an affiliate of Operator, to operate such branded spa or fitness facilities and in connection therewith, may negotiate, enter into and administer, in the name and on behalf of Owner, any agreement for such branded spa or fitness facilities All Interior design elements of the spa Or fitness facilities shall be completed and maintained in Reserve Fund: Sale/Assignment.- such manner as approved by, in their sole and absolute discretion. operator and (H) to the extent that the spa or fitness facilities are branded under the "Spa by Ivanka Trump" (or similar) brand, lvanlta Trump or her designee During each fiscal year, Operator shall, on a basis, set aside (from funds otherwlse due to Owner) the percentage of Gross Operating Revenues set fonh below to a bank account designated by Owner and controlled by Operator to fund furniture, fixtures and equiplnenl replacement for the Hotel. capllal improvements and all other expenditures reasonably necessary to maintain Ihc Trump Brand Standards and physical standards for all portions ofthe Hotel as determined by Operator In the evenl that there are not enough fimds from the operation of Ihe Hotel to fully fund such reserves, Owner shall be required to fund such reserves from other sources Further, in the event the amount on reserve is inadequate to pay for the cosl of any ofthe foregoing, Owner shall be reqnired to fund the difference The percent of Gross Operating Revenues which Owner must set aside orotiierwise fund are, as follows Year 1. 3% of Gross Operating Revenues Year 2: 4% of Gross Operating Revenues Years 2-25 (plus renewals) 5% orGross Operating Revenues Provided that Owner is no! in default under the HIMA or TSA followrng the Opening Date, Ovmer may effect a transfer of an ownership or leasehold interest in the Hotel to a party who is not a Prohibited Person (as such term shall be defined in the HMA), has sufficient financial tesourccs and liquidity to satisfy Owner's obligations to Operator and its affiliates under the HMA and (2) has adequate experience in the ownership of projects similar to the Hotel, in each case as reasonably determined by Operator, provided that Owner's entire interest in the Hotel is transferred and (ii) the HMA is assigned, with all obligations. to and the Iransferee assumes all such obligations in writing Simultaneously with the execution of the HMA or upon a later date to be mutually agreed upon by the Panies, the Parties shall execute a recordable memorandum of HMA Upon execution, such memorandum shall be recorded and/or registered (as applicable) at Owner's sole cosl and expense in the jurisdiction in which the Hotel is located Working Cnyiml: Limituriun rm Operators Du ry: Na Gaming: CurrenLy: Operator will establish and maintain (from funds otherwise due to Owner) at working capital acwunt which shall at all times contain a sum equal to four (4) months of estimated operating expenses for Operator to use to operate the Hotel Operator's performance of any obligations under the HMA that require the expenditure of money shall be to the availability Of sufficient funds from the operation ofthe Hotel or otherwise provided by Owner, and under no circumstance shall Operator be obligated to advance its ovm funds All costs and expenses of operating, maintaining, marketing and improving the Hotel and providing operator's services shall be payable out of funds from the operation ofthe Hotel In the event there shall not be enough funds from the operation of the Hotel to satisfy such costs and expenses, Owner shall be required to make sulficieni funds available to Operator within ftticcn days afler Operator's demand therefor Operator shall use reasonable efiorts to forecast and advtse Owner In advance of any such anticipated deficiencies. Although Operator shall not be obligated to advance its own funds, if Operator chooses to do so, in Operator's sole discretion, Owner shall reimburse Operator (or, if directed by Operator, its affiliates) for any costs and expenses that are incurred and paid by Operator for Owner's account in no event may the Ilotel or any ponicn thereof be used for Casino and Gaming Activities (as defined herein) Without the prior written consent of operator, which may be withheld in Operator's sole discretion lit the event of a breach Of this section, Operator shall have the immediate right to terminate the WA For purposes of this section, the term "Casino and coming Activities" shall mean the business of owning, operating, managing or developing a casino or similar facility in which a principal business activrty is the taking or receiving of bets Or wagers upon the result of games of chance or skill. including hotel, dockside, riverboat, cruise ship. transportation, entertainment, sports, resort. bar. restaurant and retail services in connection with any ofthe foregoing activities, All references in this Term Sheet (including all exhibils and schedules) 10 dollar amounts, and all uses ofthe symbol shall refer to the lawful currency ofthc United States of America, and all amounts to be paid hereunder eluding, without limitation, the Management Fees, shall he paid in us Dollars Concurrently with the making ofany payment, Owner shall pay to Operator an amount equal to any sales, value added, and similar taxes Nun-Disturbance: Governing Law 11an Jurisdiction: Cunfidzntiality: N1) llmken: levied on or deducted from such payment or assessed against Operator Ifany withholding or other taxes, duties or deductions apply to any payments to Operator, Owner shall increase these payments so that Operator receives the same net amount that they would have received if no withholding or other taxes, duties or deductions were applioahle. Owner provide Operator with a agreement from all ground lessors and other superior instrument holders, on Operator's standard form, providing for, among other matters, Operator's right to continue operating the Hotel in accordance with the HMA notwithstanding foreclosure of the mongage, termination ofthe ground lease or other similar events. the Ilonrsubordination ot Management Fees and Operator's control of funds and accounts. The binding provisions of this Term Sheet (and, if and when executed, rho TSA and the WA) shall be governed by the laws of the State of New York (without regard to eonthet of laws principles) All disputes between the Parties under the binding provisions or this Terrn Sheet (and, if and when executed. the TSA and the HMA) shall he settled by binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS international Arbitration Rules The place of arbitration shall be New York, NY The Parties (which for the purposes of this paragraph shall include each of the Parties' officers, directors, memhers. employees. agents, contractors, consultants. servants, associates or representatives) shall at all times keep the terms of this Term Sheet, including any information disclosed which is pertinent to this Term Sheet, and the underlying transaction, strictly confidential Owner shall also keep its relationship with Operator, the Trump Brand Standards and the form ofagreements provided by operator oonfidential Notwithstanding the foregoing, Donald Trump shall be permitted to make public statements Wl|l'l respect to the transactions contemplated by this Term Sheet and the relationship of the Panies pLOB/idfig that such public statements do not disclose any financial terms hereof The terms ofthis confidentiality provision are binding and shall survive the termination ot'thls Sheet Owner represents and warrants to Operator that it has not dealt with any broker with respect to the transaction contemplated by this Term Sheet and agrees to indemnify and hold Operator harmless from and against any claim for any brokerage or other commission or finder's fee made by any person or entity claimmg to have acted on the behalfowaner by reason oflhe transaction contemplated herein The indemnity set Form in this paragraph shall survive the termination of this Term Sheet The wards "include", "includes", "including" and "such as" shall be construed as inclusive expressions and as if followed by the words "withoul being limited to" or "without limitation" Excepl for the Net-Brokers, Confidentiality and Governing Law/Jurisditnicn provisions set {0th herein, this Term Sheet shall not be binding on any Party hereto The Parties hereto agree that unless and until the agreements contemplated by Ihls Term sheet have bun execuled and delivered. no Party shall be under any legal obligation of any kind whatsoever to consummate a transaction hereby by virtue of this Term Sheet, and no equitable cause ofactiun shall be asserted by any Party with respect to the oonsummation of such Iransaclion. and (I7) this Term Sheel shall not be construed to he a contract between any Party hereto (ulher than with respect to the No-Brokera, Confidentiality and Governing Law/Jurisdiction provisions set fanh herein) LIC FEE Licensee shall pay io Licensor Ihe license omie Licensed Mark, as herein provided, all of ihe following non-refundable fees (the Up.Pront Fee, Gross Sales Fees. Commercial omce Component Rem Fee and Other Fees, collectively, the "License Fees"). AMOUNT or PAYMEN OF PAYMENT The "UJl--Fronl Pee": $4,000,000 25% upon execution orine License Agreemem; 25% upon Licensor-s approval orine locaiion omie Propeny, 50% upon [he earlier to occur uf(i) seven (7) days prior to the groundbreaking emie Prajccl and (ii) IWD (2) years followmg [he execution omie License Agreement The belowr collectively, are the "Gross Sales Fees": 5% ofGross Sales Price up In $100,000,000, (ii) Themaficr, 4% omross Sales Price up io 3250000000, Thereaner, 3% omess Sales Price up io $500,000,000, (iv) Thereafier, 2% oroross Sales Price up to $1,000,000,000, 1% Sales Price (each orihe foregoing, as applicable, Ihc "Gross Sales Raine") For purposes oflhis Agreement, "Gross Sales Price" shall mean me tcial selling price preach residcnlial condominium unit (each a "Residemial UniI"), without an deduclion therefrom whaisoever Upon the applicable Gross Sales Pee Payment Dale Gross Sales kale of 5% of Other Univ. Gross Sales Price For purposes ofllus Agreement, Uni! Grass Siles Price" shall mean [he toial selling price ofany penion omie Propcny which is not a Residemial Unit, including. wiihoul limiialion, poniuns oflhe relall alea, slolage spaces, eubanas and similar areas and all additional amcmlies or components (includin any memberships) not oilierwise Upon the applicable Gross Sales Fee Payment Dare contemplated in the License Agreement (each. an "Other Unit"), without any deduction therefrom whatsoever. The "Commercial Office Compnnent Rent Fee": For any Other Unit space leased at anytime at the Property, 3% percent of all the rent (base rent plus all additional rent, including. without limitation any percentage rent) applicable to such Other Unit On a basis, within five (5) business days of receipt from the tenant The "Other Fees": 3% ofOther nevenue For purposes ofthis Agreement, "Other Revenue" shall mean any and all other revenue whatsoever derived from the Propeny, including, without limitation (or duplication), concessions, activity fees, catering, conference and banquet tees. food and bevercge receipts, fitness center and spa sales and receipts, equipment rentals and provision of other services On a basis, prior to the tenth (10th) day of each calendar month on account ot the prior calendar month As used herein. "Closing" shall mean the earliest to occur of the date upon which the buyer ofa Residential Unit or Other Unit is granted ownership rights over the Residential Unit or Other Unit in question and/or title to the Residential Unit or Other Unit is transferred, the buyer of a Residential Unit or Other Unit is otherwise permitted to occupy or in any manner use the Residential Unit or Other Unit in question. or Licensee takes any action which, the commercially reasonable judgment ct Licensor. constitutes a constructive closing of the sale of the Residential Unit or Other Unit in question (including the remittance clfany deposit, down payment, installment payment or other form oipayment by any purchaser cfa Residential Unit or Other Unit which, in the commercially reasonable judgment or Licenscr, constitutes a material portion cf the Gross Sales Price or Other Unit Gross Sales Price, as applicable, in respect or such Residential Unit or Other Unit). irrespective of whether nr not, in each case, ownership rights over the Residential Unit Other Unit arid/or title to such Residential Unit Other Unit have been transferred or (ii) Licensee has received payment in full or in part from the applicable buyer or construction on such Residential Unit or Other Unit is complete other than punchlist items or items waived by the purchaser As used herein. "Gross Sales Fee Payment Date" shall mean. with respect to any Residential Unit or Other Unit, at the Closing of the sale of such Residential Unit or Other Unit, or, it'applicable, in installments. simultaneously at any earlier timets) that Licensee withdraws any ofthe Deposits made with respect to such Residential Unit or Other Unit, as applicable, from escrow (any such withdrawal shall be subject to the terms of the License Agreement) or (ii) any purchaser of any Residential Unit or Other Unit remits any deposits, Installment payments, downpayments or other funds which, in the commercially reasonable judgment ofLicensor, constitutes all or any portion ofthe Gross Sales price or Other Unit Gross Sales Price. as applicable. of such Residential Unit at Other Unit (which installmeni shall be equal to the Fee Share (:15 defined in the License Agreement>> and/or on the Extrapolation Dale (as defined in the License Agreemenl) Message me rei sauer Sent: 10/28/2015 107 45 PM 1d; Michael cohen uc=muw Group/c :mmhen] subletr Re: At doeturs dtfi'ee tan 1 dm you when 1 come Ml? Regards. Felix an a. mu. m, mini cm" can he 253D sent Fran my iPhnne hiehaeI D. tdhen Executive yite rresidene and speeidi teunse] to Deneid Trump 725 FiFth Avenul this e-mafl message. and any attachments to it, are For the sale use of the intended reeipients, and may contain ednfiidentiai and oriyiieged intutnatidn. nny unauthdrized review. use. diselasure ar distribution of this ehai1 message at its attachments is prohibited, If you are nut the intended recipient, please eohtatt the sender by repiy enen and destroy an copies of the nri'ginei message. Please note that any views or driniuhs presented in this enm are sdiely thdse at the author and do necessariiy represent these at the echpany. FinaHy. whixe the (ampany uses protection. the recipient sham check this ehai] and any For the presenee of viruses, the tonpany no er any damag: caused by any virus transmitted by this ehaii, Fehx 5am 10/18/2015: 12. a PM Mithue' CuhEn one/ommt Subjerl: Fwd: [Junk released by Allowed Aluchmenls: Lenermmp Below 1: the signed LOI for 'I'mmp Moscow Thanks for your patience, Felix Begin forwarded message From- Dme October 28, 2015 $1004 39 AM EDT To 'Fe'ix Saler' Cc: Andrey Rozov Subjecl: RE: [Junk re ease Ist Fwd: 725 Filth Avenue. 26" Floor New York. NY 10022 0etober2GBP 2015 Expert Investment Company Riga Land Business Center as New Riga Highway, Kmtilmgursky Moscow, Russia, 143m Attention: Andrey Rum Re: I'rapased nfn/irst clan, luxury, mixed use to 172 lmawn a: Trump Minnow (or we]! mm more as agreed upon by rho Parties), and located in Momw City (the "Project '7 Dear Andrey: Tnis lens! of imam (Ihls Eats funk summary of some the basil: terms nf a license agreement (the "License Agreement") in he entered into by Trump Auquisitlan, LLC and/or an: or mate of afl'lliates, as license! and LC. Expert Investment Company and/or one or more of ils affilimzs, as licensee ("Licensee"), with respect to the Project (Lioeneor and Licensee, collectively, the "l'nrties") and in accordance with Licensor': nunenl form nflicense agreement. This LOI is only immded to fucililme further discussions between the and solely represents the Pnnles' current intention to for and attempt to enter into a mutually acupmble agreement covering all aspects of the transaction, subjecL however, to the terms and cunditions hereaher provided. A general nutline aftlle proposed uansacliun is. as follows: Licenson Truanp Acquisition, LLC and/or one or more of its affiliates Licensee: to Expen investment Company and/or one or more unis affiliates Real property to he acquired by Licensee and be lrnown as Trump Moscow (or such other name as mutually agreed upon lay the Ponies) and located in Muscuw City, as mutually agreed upon lay the Parties (the "Property"l License: will to License: 3 nonexclusive flight to use one or more derivutiyea nf the "Trump" name to he agreed upon by the Parties (the "Licensed Marks"), for tire purpMe of identilying, promoting and marketing the Property and each and every amenity and component to be located thereon (eueh a Component"). su bjecllu the terms ofthe License Agreement, Term: The term oflhe License Agreement shall commence on the date ufthe License Agreement and end on the date the License Agreement shall terminate pursuant to its terms or by operation aflaw, H143- Develnpment In addilinn to certain ofller amenities, componenis and components,- facilities as the Parties shall mutually agree upon time to time, the Pmpeny shall contain and consist orthe rallowinp Development Components: DavalopmentCompononi Deseription/Reguirtnrentr Residential Approximaiely 250 first class, luxury Component residential condominiums. Hotel One first elrsr, luxury hotel Component consisting of approximately 15 tloors and containing rial fewer than 150 hotel moms. Recreafiannl One first class. luxury spa/fitness Component center with related amenities, Commercial A commercial component consistent Compnnent with the overall luxury level of the Property Office Component An office component consistent with Class A luxury office properties Parking A parking component consistent with Component the nVet-all luxury oftI-te Property Development Licensee will design, develop, construct, equip and hrmish the Staudnnis: Properly, including without limitation, eaoh Development Component, in accordance with Limsol's Development Slandards, which have been provided to Licensee under sepume cover and Will be untrained in the License Agreement. Operating Licensee will, m. all times, operate and maintain lite Pmpexly and each .S'lmulm'dx: Development Component and ensure that all users maintain thoso standards or ownership, operation and maintenance set forth in Licensnr's Operating Standards. which have been provided to License: under separate cover and will be cummined ln the License Agreement. in connection with the property and each Development Component, Review ufPlam: Lioensee shall deliver to Lieensar all plans and specifications. renderings, a proposed eonstruttion budget and other explanalory materials as Licensor shall reasonably require to aonvey the design of the Property (collectively. All Plans shall be to Licensnr's prior review and approval which approval shall not he unreasonably withheld or delayed provided that till: Plans with Lieensor's Development Standards and Operating Standards. where applicable, Each erohiteot, designer, engineer, landscape 2 ,pr Managrmruta/ rite Llama ees.' Termination Rights/Cross. Tel'mt'tmlt'un: Licensee designer and eonaultant retained by Licensee in canneuicn with the design, canslruclian and development otthr Pmpeny shall be subject to Licensor's prior written (not to be unreasonably withheld or delayed) Licensor shall also have reasonable approval over the sales and marketing ageneies retained by Ltoensre to mark>> Ind promote the Property and the Development Components as we" as approval aver all advertising materials and salts and marketing campaigns. Licensee shali execute I Hotel Management Agilemcnt with an affiliate of Licellsm' for the operation ofthe Howl in accordance with the terms sat forth in Schedule I hereto and pursuant to Licensor's or its afiilhie's custotmry form of hate! management ngrecrnem. Licensee shall also oxeoute a Residential Management Agreement at Licensor's option, tor the management of the Residential Condominium by an affiliate of Licensnr. on terms which shall be competitive with thoao tanns oitered by an experienced manager of branded luxury real estate comparable to the Residential Condominium. as by Liaensor in its leasonlble discretion. In the event Licensm' shall eleet in its sole discretion not to manage the Residential Condaminium. the company seleeted hy License: to manage the Residential Condominium, and my agreement relating thereto. and the terms shall be subject to Licenwr's prior written approval (not to be withheld or delayed). in this case, Lieensor shall have the tight to supervise the operations and management or the Residential Condominium by the seleeted manager to ensure compliance with the Operating Standards, and Lioensot shall be entitled to reimbursement of Linensnr's costs and expenses tor such supervision (the "Supzrvisary Fee"). which Supmism'y Fee Lioensor shall be entitled to collect from all reridential condominium unit awnats orthe Properly pursuant to an applicable provision to be included in the Condominium Documenls (as defined in the Lieense Agreement). Licensee shall pay to Lirenaor 22min license fans as set forth on Shhednle 2 attached hereto. The Parties shall negotiate applicable termination rights giving Lieenaor certain rights to terminate the License Agreement in certain everns, imiuding. without limitation, in the even: of a default by Lloensoe or its amliato under, or a termination or, the Hotel Management Agreement or the Residentihl Management Agteement. Except for sales uf individual condominium units at the Properly in the ordinary mum of Licensee's business and in Iceordance with the terms of the License Agreement and 09min limited circumstances to be articulated in detail in the License Agreement. Licensee shall be 3 precluded from conveying :11 or any portion or its interest in the Property, any direu or indirect ownership interests in Licensee or any oriis righn title and interest to the License Agreement. Depwl'tx: deposits, down payments. instruments end other paymems (together, "Deposits'fi mode by any purohsseroruny unit in advance of [he closing of such uni! shill be deposited in and Lineman shall nut, wilhuut the prior wri|lcn consent uf Licensor, which may he wilhheid in Linensor's sole remove Any portion of the Deposits irom escrow irrespective of whether Licensee is permitted to withdraw the deposit in question from escrow pursuant lo the mm: of the canine! citrate governing the sale of such unit or pursuant to any loan documents with respect to any financing abblincd by Licensee with respect he the Property. No Other Uses; In no event may the Property or any portion thereof be used tor orhet Uses (as hereinslter detined) without tho prior written consent ofLimsm, which may be withheld in Linnsor's sole discretion. In [he event of a branch of this secllon. Licensor shall huve the irnrnediute right to terminate the Lioense Agreement. For purposes ofthis section, the term "Other Uses" shall mean :11 uses miter than the Development Components expressly set forth in this Lot and shall include, without limitatian, time shares, residential or resort msmbership elults, fractional ownership and any similar forms of ownership that divide suoh morning to specific assigned calendar periods or similar methods, (5) liolel condominiums, serviced apartments, extended stay hotels or my similar use, golf courses and (D) clsinos suit the ownership, operation or management of crsittos Ind any gaming activilict, including, without limitation, any activities relating to or nonsisling ot the taking or receiving ofbets or wagers upon the result erpames or skill. Expense Prior to the date that Lloeusor shall hire, retain or otherwise agree to utilize the services or any third party (including, but not limited to, local counsel, trot counsel, counsel. condominium counsel and any accountants) for the provision of advice or services related to the droning and negotillilm of the License Agreement ("Third Services"), Lioensm' shall deliver a notice of such inlenl in writing (which rnty he sent viu email) to Licensee. and within three (3) duys af Licensee's receipt or such notioe, Licensee shall be required to deposit with Lioensor an amaunt equal to sloopou (the "Expense Dtposlt"). Simultaneously with the exeoution of the License Agreement, the first oi the Up-anl Fee defined in Schedule 1 Shall Lia offset by "is full amount ofthe Expense Deposit e, iiLieensee has delivered the Expense Deposit to Licerlsur in abundance with this Licensee shall be obligated to pay to Lioensor sn amuuni equal to 3900.000 upon execution of the License Agreement, representing an amount equal to first 4 Na Brake": Principal' Nun- Disturbance: Cnnfidenlt'nny: Recnwse.' Curreney: instalment of tha lip--Front Fee less the Expense Depusil). lt' Licensee has paid lhe Expense Deposit and Lhereafie! either Party in its sole discretion chooses not to execute the License Agreement, then Licensor shall refund 10 License: the portion of such Expense Deposit (if any) that has not been allocated to the payment of costs incurred by Lioensor- (or Third Party Services, Licensee represents and wan-ants In Lioensor it has not deal: with any broker with respect to the Iransalcliun by this and agrees indemnify and hold Licensor harmless and against any claim for any hrokemge or other eamrnission ar findor's fee made by any person or entity claiming to have acted on the behalf of Licensee by reason transaction wnlemplaled herein. 'ntc indemnity set forth in this paragraph shall survive the termination ofthis LOL Licensee hereby represents and warrants that the principal of Licensee is Andrey Romv ("Principal"), who owns 100% of Licensee. Licensee will provide Lioensor with a nan~dislalrbance agreement f'mm all mnngagees, ground [assets and other superior instrument huldu's, an Licensui's standard farm. The Parties (which for the purposls orthir paragraph shall include the Penies' respective atticers, directors, members. employees, agents, contractors, consultants, servants, associates or representatives) agree to keep confidential the terms or this Lol, their relatiunship with the other Party and nrry ulher disclosed which as pertinent to lhis L01. and will only disclose the same to its representatives, lenders and third pmies on a need to basis. Nutwithstandinr; the foregoing, Donald 1. shall be permitted to make public statements with respect to the transactions contemplated by this and the relationship of lhe Parties that such public statements do not disclose any financial terms hereofi The [arms 0f this confidentiality pmvision shall survive the termination afthis LOI. Principal shall be required to guarantee the payment to Licensor of any loss, damage, oust or expense, including reasonable counsel fees and disbursements. incurred by or on behalfof Licenror by reason ctthe occurrence Dfoer'ain bad boy acts committed by Licensee All references ll] this (including all exllibiLs and schedules) to dollar nmounis, and all uses of the symbol shall refer to the lawful currency thhe United Siales anmel'ica and amounls to be paid hereunder. including, Wilhoul limitation, all License Fees, shall be paid in US Dollars, 4m-- Taxes; Law! Law: an/Vluue: Licensee shall cooperal: with Linens", al Licensce's sale 0051 and expense, in the event that Linensm desires to restructure all or any potliDn of the tmnsaetions cunhemplated by tho L01 to account for iax and/Ln local law concerns. The binding provisions or this 1.0] (and, ifand when cxewicll, the License shall be govemen by the iuws ofthe State of New York (wiLholIl regard to conflict of taws principles). All disputes between the Parties under the binding pmvisinns of tills L01 (and, find when executed, the License Agzzemanl) shall be settled by binding arbitration in accordance with the Comprehensive Albilrafion Rules and Pmcadums of JAMS Inlematiunal Arbivatiovi Rules. The place of arbitration shall be New York, NY. Except for the Brokers, Confidentiality and Goveming Law/Venue oravisions set farm herein, this [.01 shall not be binding on any puny hereto. The Partias agree that unless and until a Linens: Agreement between the Parties has been execuled and delivered, n0 party shall be under any legal obligation at any kind whatsoever to consummate a hereby by Virtuc oftl'tis L01: (l1) this shill not be construed in be a binding obnttact between the Parlies (other Ihan with respect to the Brokers, Confidentiality and Goveming Law/Vcnue provisions set forth herein); no equitable cause of action shall be by any party that a contract or agreement (definitive or otherwise) exists between the Parties with respect In my transaction contemplated. proposed, or discussed herein. FOLLOW THIS Pmidm you am in agmmun wilhtnesc (arms. MM cuunmmgu um ml in \hc space pmvidcd below and mum A copy (0 my mwxunn, Wt; \nnk (om/3rd your (imtly mspom chy may youm TRUMP ACQUISITION, LLC Bv :rle: THE AKOVE ACKNOWLEDGED, TO AN 1) AGREED TO BY: LC. EXPERT 1NVESTMEN 1' COMPANY SCHEDULE 1 HOT MANAGEMENT AGREEM 4 HT TERM ?fl? on ouiliha o/rhe principal rams and renditions alike proposed hale! management agreement (the "1mm thoi the below mmfiumd partied (each, a "Party". and together, the Warrior") have the intention to negoliote with respect to the heiow ve/ereneed hotel your apprwa! of these tom and eonduiona Upemtar (or dafinzd ir pinpoint: to 11:12]! on Him and hereinafler definewforyow revlewi Hale]: Own": operator.- Tzrm: Mortogsnisiu Fen: A first class, luxury hotel (the motel") to he known and operatnd as Trump International Hotel .2 Tower Moscow (or such other name as rhe Ponies shall mutually agree upnn) located in Moscow City conmining approximately 150 hotel moms. Lc. Expert lnvestnisnt Company and/or one or more of its amlintos. Trump Hotels Managerial", LLC and/or one or more ofits nffilial:s. The HMA shall cxpim twenty-five as) full calendar years {mm the date the Hotel opens for business as A Trump brand hulel paying guests in record-rues with the HMA (the "Opening mite"), with Iwo (2) ennsaenlivs five (5) your consecutive Kelms. each ofwhich renewal lermx shall be at Operamr's election. Base Fee: A bass in: (puyuhla on a haaia) for each munlh during the Term (including any partial month 2! lie commencement and axpiration or terminan'on oithe Term) equal Years 1-5: 3.00% of Gross Operating Revenues Yoara 5--25 (plus renewals): c.oo% of Grass operatin Revenues "Grass Operating Revenues" means all revenue and inwme of any kind derived dilectly or indirectly from the operation orths Hotel. and expressly including all gross revenue: generated from (3) guns: rooms and arm areas, food and beverage areas, (0) rhe operation (if all hannusi, catering and main service functions at the Hotel. including any such services whioh may he provided the operation of any parking facilities at the Hotel or the site or which otherwise provide parking services for Hotel guests and visitora, lease paymenls, management or Employees.- Developnuul Sill/1m: Maintenance and Repair ofHaIcl: Central/zed Selviclsr' operating paymen's, tennis or other or to Owner or the Hotel from any third parties Iim are tenant: ofor otherwise montage or operate areas in the Hotel. and (I) fees in services such Is inlemel and movie. facilities fed, resort fees, and similar fees and all commissions ieceived; but expressly excluding the fullnwing: notes; (ii) receipts {mm the financing, sale or other disposition of capital assets and other items in)! in the Ordinary course of the Hotel's operations and income derived entities and other property acquired and held for investment; any proceeds paid as compensation for condemnation or Iilerflions or physical damage to Hate]; (iv)pmcceds or any insurance; and (v)rehotea, discounts or credits provided by Operalnrm Howl guam. lnoentive Fee: An incentive fee (payable on a basis and subject to annual reconeiliation) equal to 20% or Adjusied Gross Opeuling Profit, "Adjusted Gross Operating Pram" shall mean Gross Operating Profil (as such term shall be defined in the HMA) less the Base Fee. Other than l-lotel executive staff that operator. in its sole discretion, elects to employ. Owner or an affiliate of Owner will be the employer of all employees of the Hotel and will be solely responsible for the payment all employee salaries, costs and expenses. all of which shall be included as Operating Expenses. The selection of all employees or the Hotel will he at Operator's discretion, end Operator will be responsible for and control all employee hiring, termination, benefits, training, development, administration and other employee related matters. Owner, at Owner's sole cost and expense, shall design, develOp, equip and furnish the Hotel in aeeordanee with the Trump Brand Standards (as such term shall be defined in the HMA). Operator. at Owner's sole cost and expense, shell operate and maintain the Hotel in with the Trump Brand Standards, and Owner shall provide Operator with sufficient funds so as to enable Operator lo comply with such obligations. lite Hotel and its employees shall be obligated to participate in all of Operator's (and its amlintes) mandutcry cenlralized services, which centralized services may. at Operamr's election, include, without limitation. coordinmd marketing and advertising (as more particularly described below), training and orientation, information technology services, reservntion services, human 4? Reimbursement nf Fees: vael Tethnical Services: Debt Cnven nuts: 'Tohe resources, payroll, benefit plan administration, purchasing services, guest satisfaction surveys and brand assurance and Owner shall pay Operator for such centralized services within lifieen (15) days following Operator's demand therefor, Owner shall reimburse operator for all or Operator's customary coats and expenses, including. hul not limited to, legal fees, travel related expenses (including airfam), review tees, domain name filing tees and trademark filing and review tees, all as lymr: particularly described in Operator's current form at l-lMA. Operator vn'll provide technical services to Owner in connection with the development arrhe Hora] pursuant to a separate technical services agreement to be enueted into between Owner and Operator in accordance with Opemor's customary form (the The tetra nf the TSA shall expire on the latter uf me Opening Dale or (la) the date the work on the Deficiency List (as such term shall be defined in the TSA) is completed In Operator's reasonable satisfaction The TSA will, among other items, contain customary terms and conditions, including, limitation, a technical services fee to be paid by Owner to Operattzr in the amount owl--l per room per year (and any portion thereof on a prorated basis) for the term of the TSA). and the reimbursement ofnll ul'Opei-ntnr's out expenses In the event Operator shall provide personnel on-eitc, the costs end expenses aswclaled with such personnel (including all campensatilm paid to such personnel) will be reimbursed to by Owner. Owner shall not incur Financing (as such terrn shall be defined in Ill: HMA) in connection with the Hotel (whmhu secured by the Hotel or otherwise) that; prior the Opening Date exceeds sevcnIy-five percent of the cost In develop, furnish and open the Hotel, at any time tollowing the Opening Date exceeds seventy--five percent aflhe lean to value ratio for the Hotel or (7.) would cauil: the ratio or Adjusted Gross Operating Profit minus the cost oftaxes. insurance premiums and deposit: into the Reserve Fund (as such term shall be defined in the HMA) for the period in questiun ta (ii) anticipated aggregate Debt Service (as such ten-n shall be defined in the HMA) in cant-lemon wi|h all Flnancillgs for the twelve months is not reasmahly anticipated to be less than 1.4 tn 1. Any Financing must be obtained from an Instilutlunal Lendu (as such term shall be defined in Ilte usscd Trump Hotel cw. Hotel Mae and Marketing Fund: Fund and Beverage: Spa/Finns: Facilities: During each fiscal year, Owner anti Operator shall set aside 2.00% of Gross Operating Revenues to be contributed to a centralized thno to be administered hy Operator or an aniliare of Operator for coordinated sales and marketing effons among all "Trump" larunrleo hotels. Operator may elect lo manage th: fund and beverage facilities of the Huwls Opemlur does not to manage such facilities, it may chaosu to have such food and beverage {acilitics operated by a third party, which may he an affiliate of Operator. Operator's selection or any third party, the manner in which such road and beverage iaeilities shall be operated tie, a lease license, concession management or similar agreement) on behalf of Owner and the (arms of such agreements shall be subjeet to Owner's reasonable approval. Once such approval is granted. Operator rnay negotiate, enter into anti administer sudl agreements, so long as such agreements either have a term equal to or less than one (1) year or can be laminated, without penalty, upon notice of not more than 180 doys. In connection with the preparation, negoliauon and/or administration or any such agreement. Operator may, at Owner's expense. engage counsel reasonably approved by Owner. All such agreements shall requim the third ponies lo operate the food and buvzrage facllitics in accoldanoe wilh the Trump Brand Standardsr Operator may elect to manage the spa and/or fitness facilities of the Hotels If Operator elects not to manage any spa anti/or fitness facilities as a department orthe Hotel, Operator may select a third party, which may be an affiliate nf operator, to operate all or any panic" of such facilities under such party's brand name in such other name pursuant to an agreement as determined by Opullarr Operator may negotiate, enter inln and adminism' such agreements. so long as such agreements either have a term equal to or less than one (I) year or can beterminumd, without penalty, uud upon notice of no more than 180 days. operator may also brand all or any portion of the spa or fitness tacillties as "The Spa by Ivanka Trump" or similar brand and/or operate such blanded spa or fitness facilities as a of Illa Hotel or (ii) select any third party, which may he an affiliate of Operator, to operate such branded spa or fitness raci ies, and, in connection therewith, may negotiate, enter into and administer, in the name and on behalf of Owner, any agreement rot such spu or fitness facilities, All interior duign elements of the spa or fitness facilities shall be cumpleled and maintained in such manner as approved by. in their sole and absolute discretion. (0 Operamr and (ii) to the exlent that the spa or fihless are branded under the "Spa by lvanirn Tmmp" (or similar) brand, lvanka Trump or her designee. RflEIveFumi: During each fiscal year, Operator shall, on a basis, set aside (from funds otherwise due to Owner) the percentage of Gross Operating Revenues set below to a bank account designated by Owner and controlled by Operator to fund furniture, fixtures and equipment replacement for the Hotel, capital improvements and all other expenditures reasonably necessuy [a mainmin the Trump Bland Standards and physical standards for all portions of the Hotel as determined by Operator: In the event that there are not enough funds from the operotion of Ill: [0 fully fund such reserves. Owner shall he required to tirnd such reserves r'rorn other sources. Further, in the event the amount on reserve is inadequate to pay for the cost of any ofthe foregoing, Ownershail be required to fund the difference The patent of Gross Opemling Revenuu which Owner mus1 aside or fund am. as follows: Year 1: 3% omess Operating Revenues Year 2: Wu ofOross Operating itevcnues Years 345 (plus renewals): 5% of Gross Operating Revenues Provided that Owner is not in default under the HMA or TSA following the Opening Date, Owner may effeet a transfer of an ownership or leusehuld interest in the Hotel to a pan)! who (X) is not a Prohibited person (as such tern. shall be defined in the HMA), has sufficient financial resources and liquidity to satisfy Owner's obligations to Operator and its affiliates under lhe HMA and (1) has adequate expenenoe in the ownership or projects similar to the Hotel, in each case as reasonably determined by Operator, provided that Owner's entire interest in the Hotel is transferred and (ii) the HMA is assigned, with all obligations, to the transferee mid Lhe transferee assumes all such obligations in writing. Mlmornndum Simultaneously with the execution of the HMA or upon a later date to be mutually agreed upon by the Parties, the Parties shall execute a recordable memorandum of HMA. Upon execution, such memorandum shall be recorded and/or registered [as applicable) to Own" sols cost and expense in the jurisdiction in which the Hotel is located. War/ling Capital: Limitallm mt apemlots Duty: No Gaming: Currency: Operator will esthisll and mainlain (finm funds otherwise dun In Owner) a working capital account which shall at all limes contain sum equal to l'our (4) months oi estimated operating expensa for Operator to use to operate Ihe Hotel. Operator's performance of any obligations under the HMA that require the expenditure of money shall be subject to tho awilsbility ofsufficiull funds from the operation oflhe Hotcl or otherwise provided by Owner, and under no circumstance shall Operator be obligated to advance its own funda All cosls and expenses ofoperating, maintaining, marketing and impmving the Hotel and providing Operator's shall lac paylhle out of funds from the operation Howl, [n the evcnt there shall nut be enough funds from the operation of the Hotel to satisfy such costs and expenses, Owner shall he required to make sumeient funds avllillhl: lo Operator within fiflaan (15) days afier Operator's demand lhemfar. Operator shall use teasambla elfuns to forecast and advise Owncr in advance 01' any such nulicipnted deficiencies. Although Operator shall not be obligated to advance its own funds, ir Operator choosos to do so, in Operator's sale discmion, Owner shall reimburse 0175mm (or, if directed by Operator, its affiliaiu) for any costs and expenses that are incurred and paid by Operator for Owners account. In no evmt may the Hotel or any ponion thereof he used for Casino and Gaming Activities (as herein) without the priot' written consent of Operator, which may be withheld in Operator's sale discmion. In the event of a brutfll 0f lhix section. Operator shall have the immediate right to torminute the HMA, For purposes of this section, the term "Cnsinu rind Gamlng Amivities" shall mean the of owning, operating, managing or developing a casino at similar facility in which a principal business activity is the taking or receiving of bets or wsgars upnn the result of games of chance or skill, including hotel, dockside, riverboat, cruise ship, transportation, entertainment, sports, resort. har, restnurant and retail services in connection with any of the foregoing activities. All references in this Tenn street (including all exhilalts and schedules) to dollar amounts, and all uses oitlre symbol shall refer to the lawful currency nf the Unikd states of America. and all amounts to he paid hereunder, including, without limitation, the Management Foes, shall he paid in us Dollars. Concurrently with the making ofany payment, Owner shall pay to Operator an amount equal to any sales, value added, excise and similar taxes levied on or deducted from sneh peynrent or assessed against Operutnrr If any withholding or other dutifi or dcductions apply to any payments to Operator, Owner shall incrense time payments so that Operator receives the same net amount that they would have received if withholding or other duties or deductions were applicable. Owner will provide Operator with a non--disturbance agreement trom all mongageea, ground lessors and other superior instrument holders, on Operator's standard form. providing for, among other matters, Operumr's right to wntinue operating the Hotel in accordance with the HMA notwithstanding foteclosule of the mortgage, termination of the ground lease or other similat evens, lite non-subardinatiorl of Management Fees and Operator's annual of funds and Accounts Governing Law The binding provisions or this Tenn street (and, it and when Jurisdiction: executed, the TSA and the HMA) shall he governed by the laws of the state of New York (without regard to eontiiet of principles). All disputes between the Parties under the prov'oiona of this Term Sheet (and, if and when executed. the TSA and die HMA) shall be settled by binding arbitration in necordanee with the Comprehensive Atbitratiun Rules and of JAMS International Arbitration Rules. The place ofarbitration shall be New Yolk. NY. Canfldemlality: The Parties (which tor the purposes of this paragraph shrill include each of Lhe Parties' officers, directors, members. employees. agents. contractors. consultants. servants. nssociates or representatives) at times keep the terms of this Tenn Sheet, including any information disclosed which is pertinent to this 'l'etrtt Sheet, and the underlying flansactinn, slrictly nonfidentinl. Owner shall also keep its relationship with Operator. the Trump Brand and the of agreements provided by Operator confidential. Notwithstanding the foregoing Donald I. Trump shall be parmitted tn make public stalcmerlts with respect to the transactions contemplated by this Terrn Sheet and the relationship of the Pnt'ties provided that such public statements do nni disclose any financial terms hereof. The (onus ottnis confidentiality provision are binding and shall survive the terminzitiun ofthis Term Shzet. Owner represents and warrants to Opemtor that it has not dealt with any hmku with respect to the transaction contemplated by this Term Sheet and agrees indemnify and hold Operator harmless from rind ngoinst any claim fur any brokerage or other or finders fee made by any person at entily claiming to havn Mind on the behalfof Owncr by reason cl'lhe herein. 1h: indemnity set forth in this paragraph shall survive the wrminntion ofthis Term Shut. Th3 wards 'fincluda': "includcs". "including" and "such as" shall construed as inclusiv: expressions and as if fallowzd by the wards "without lining limited to" or 'Wilhoul limitation". Excapk for the NG-Bmkfils. Confidentiality and Govm'ning Law/Jurisdiction provisions set forth harein, this Term Sheet shall not be binding on any Party harem. Th: Parlies hawk: ngres ll-rar unless and until rhe agreements by this Tenn Sheet have bfiell Executed and delivemd, no Party shall h: under any legal obligution of any kind whatsozver tn consummate transaction hereby by virtue of this Term Sheet, and no equitable mus: ofaction shall be: assertzd by any Party with lespact to rhe consummnrinn of such truslwfion, and this Term Sheet slull nut be construed to la: a binding contract between My Party hereto (ether than with respect ta No--Brokers, Confidentiality and Ocveming Law/Julisdiclion provisions set Forth herein). mm ESE FEES License: slizll play lo Licvnsor for the license of 111: Licenscd Maik, as herein provided, fill of following nan-refundable fans (file Up--Fmill Fee, Gross Sales Fees, Commercial Office Component Rent Fee and Other Fees, callamively, the "Llcciue Recs"). AMOUNT on PAYMENT OFPAYMENT The "Up-From Fee>>: 50,000,000 25% npon axccufion onbe Lioenae Agreemenr; 250'. upon Licmsar's approval nfthe locazion ofth: Property; 50% upon lba earlier to occur om) sevan (7) days priorw rne onbe Project and (ii) we (2) years following me execution onbe Lioonae Agreemunl Tba bolow, are the "Gross Sales Fees": 5% of Sales Price up in Upon the applicable Gross Sales Fee Payment Date. $100,000,000; (ii) inc-emu, 4% omess Sales Price up $250,000,000; Thereafier, 3% omess Selea Price up lo $500,000,000; (iv) Themaner, 2% of Sales Price up In 51000000000; Therenfler, 1% ul'Gmu Sales Pile: (each oflhe foregoing. as applicable. "be "Gross Silks Rate"). For Agreement, "Grass Sula Price" shall mean the total selling price nfcach residential condominium unit (eaon, "Rosidemlal Un therefrom whatsoever. Grosv Salas kale of5% 0fOtl-lcr Linir Grass Upon applicable Gross Sales Fee Paymonr Dare. Sale: Price For purposes oilhis Agreement. "Olher Unit Grass Sales Price" mean Ill: total price orany pnrtian 01th: Propeny which is no! a Residential Unil, including, wiihoui limilalion, punions oflJ-le renal) area, storage spaces, Cabanas and areas and all additional amenitics or components (includinm memberships) nor oiberwiae contemplated in the License Agreement (each, In "Other Unit"), without any therefrom whatsoever. The Cumponult Rem Fee": Fur any Utber Unit 5pm lzased at anytime at On a basis, within five (5) business days or the Pmperty, 3% percent chill the tent (has: receipt from the rent plus additional rent, including. without limihliml any pctcentage tent) applicable to such Other Unit. Tho "other Fees": 3% ofOIher Revenue, For purposes or this On a bnsis, prlor to the tenth (leth) day of Agreement, "Other Revenue" shall mean any each calendar month on account of the prior and all uthel' raven": whl|sccver derived from mlendar month. the Property, including, without limitation (or duplication), concessions, activity fees, catering, conferenc: and banquet fees, food and beverage receipts fimess center and spa sales and receipts, equipment rentals and provision of alhel' servicbs. As used herein. "Chung" shall mean the earliest to occur oflhc date upon whiob the buyer era Residential Unit or Other Unit is granted ownership rights over the Residential Unit or Other Unit in question and/ct title to the Residential Unit or Other Unit is transferred, the buyer of a Residential Unit or Other- Unit is othdwise permitted to occupy or in any manner use the Residential Unit or Other Unit in question, or Licensee takes any action which. in the commercially reasonable judgment or Licenrnr, constitutes constructive closing of the sale of the Residential Unit or Other unit in question (including the remittance nrony deposit down payment installment payment or other form of payment by any purchaser ora Residential Unit or Other Unit which, in the commercially reasonable judgment of Licensor, constitutes a material portion of the Gross Sales Price or Other Unit Gross Sales Price, as applicable, in respect or such Residential Unit or- Other Unit). irrespective of whether or not. in each case, (1) ownership rights ovcr the Residential Unit or Other Unit and/ct title In such Residential Unit or Other Unit have been or (ii) Licensee has received payment in or in part from the applicable buyer or rrii) construction on such Residential Unit or Other Unit is complete other than items or items waived by the purchaser As used herein, "Gross spins Fee Payment Blitz" shall mean, with mpeol to my Residential Unit or Other Unit, at the Closing of the sale of such Residential Unit or Other Unit, or, if applicable, in installments, simultaneously at any earlier timets) that Licensee withdraws any orthe Deposiu made with respect to such Residential Unit or Other Unit, as applicable. tiorn esemw (any such withdrawal shall be subject to the terms ctthe Lloense Agreement) or (ii) any purchaser of any Residential Unit or Other Unit remits any deposits, installment payments, downpayments or other runds which, in the commercially reasonable judgment chiwnsor, constitutes all or any portion otthe Gross Sales Price or other Unit Gross Salas Price, as applicable, of such Rusidenfial Unix or Other UniK (which shall be equal (a [he Fee Shara (as defined in the License Agreement>> and/or on file Extrapolation (as defined in the License Agreement). 715 mu. Avenue, 16'" Fleur N21 York. NY mun umber 23 2015 i.c, Expm invesrmsur Company Riga Lind Business Cenreriaa New Rigs Krasnogaisky Musenw, Russia. mm Attention: Andrey Razov Re: Pmpoud daiieluptmim urufim class, [many mixed use to be Imawn as hump Moscow m- such ulhar name us- mviually agmd upon by the Fumes), and located in Gin (the "mpg"; Dear Andrey: This lens: DI imam. (this "1401") EMS forth a summary af some of the basic terms of a license ugzlemem (thc "License Agreement") to be enseseri ima by Trump Acquisition, LLC Hid/0r an: or more of in affilillu, as iioensal ("Licuixor"), Brill LC, Expert Company and/or on: or mare of ii: as Iicmseu with [aspect to rire Project (Licenser and Licensee, iire "Paiflu") and in seeornsuee with Licensnv's eunenr form enieenre agreoznem. This L01 is only iuiernieri In incililate d|scusslaus belween Parties and solely represent: ihe Punies' current inieniion in negotiate fur Ind attempt to enter imn a eccepmble agreement covering all aspects of me subject, hawever, lh: firms Ind candiliui'is heremer pmv'ided. A genersi outline onire proposed unmacfiun is, us follows: Lice/Mr: 'l'nlmp Acquisition. LLC end/orane armora ufi|s affiliates Licemee: LC. Expeninvesnnem Company and/or one armow ufiu affiliam Pmpeny: Reni pmperry i0 he acquired by Licensee and be as Trump Moscow (ar such mher nuns ss muiuniiy agreed upon by iixe Parties) and leaned in Mosww City, as mumniiy agreed upon by the Parties (the "Prapcny"). llcenyede-Ir: Licciisur will grant to Lianne a nonwxniusivu right in use one 01' more dulvaflves of the "Trump" name to be agreed upon by the Puriies (ii-e "Licensed Mafia"); for rhe purpose at identirying, pmmniing and murkming the Prapeny and cadi mid every umcniiy and component in be located (human (eseis "neveinpinenr Component"), subject in the term: We License Aycemenr. Tzrm: The term of'he License Agrbemem shall comme on me dale aflha License Agreement and and an the date 'he License slinll pursuant in its mans or by opmstimi of Jaw. Development swimm- in addinon mlain Ollie: .elnred inrenirirr. compunems end mimics the Perrier shell agree upon l'ru.n llnre in. lime, lhe Pmperty shell contain and consist of the Developmen. Components: veo aneul Residential Howl Componenl Approximately 250 first class. luxury mridenrlel condominiums. are lira. elm, luxury hovel mnsi ing of appmximalely [5 floors Development Standards.- Operating Stand/Ills: Review uj'l'lnns: and unnlalning no! fewer 150 hotel rooms. Compnnenl One firal class, luxury spl/fitness centfl with related almnitles. Commercial Component A campailenl wnsiibom wie. (he ovemJl luxury level of me Properly. An office eunrpuneni consistam widl Class A luxury office propenis. A enmpenenl eenrirlenl with me overall luxury Pl-aperiy. OfficeComponent Parking Component Limsee will dueign, develop, canmuct, equip and nimleh .he Plupcny, including without eueh Development in amnmance wilh Lloensul's Developmen. Standards, which have been prnvided to Licensee under aepnrale cover nnri will be in Ilie Linense AgreamlnL Lime: will, All limes, upemk and lmli min the Fruyeny and each Development Component and ensure thai all usels maintain those alandardr of .mnership, opemlan and minimum set forth in Lleensm's Sundards, which have been provided to Licensee under Swamp will be mumbled in Lllo License Ayument, omineetim. with the Properly and each Development Componenr, Licensee deliver in Lieenaur all plans and .emlerinps. proposed lludgel and :1th explanmory .nelerlala es Llcenaor slinll reasonably require la convey the desl'gn of the Propeny (cdlleeliveiy, the "mane"; All Plans shall be subjeal in Licensor's prior review zpplovil. whieh shrill not he unreasonably withheld .7. delayed provided dial Plans comply wilh Licensor'l Developmen. and Dpeming Slandards, where Applicable Each nrclilleri, designer, engineer, landscape 2 me - desigaer and cansuilans rarairred lay Lieanree in connection with are design, and develaprnean attire Properly shall he sulsieel in Linendor's priar wrinen approval (not as he unreasonably withheld or delayed) Llconsor shall also nave ransanaule approval aver rne sales and egmclos nmined by Llaansaa lo raazirer and promahe rise Properly and tho Davelapinern carapaaenrs as wall as appmval over admiring meierialsand sales and mlrkeh'llg campaigns. Managmmr of Licensee shall execute a Hole] Man-anneal Agilemem wilh an Affiliate arLieensnr rar me nperalina oldie Halal ln Iccordenne \th the lei-ms set Mill in ?Eheflnic1 heme and pursuanl to Lioemwr's or II: nfifiliaie's cusmnlary farm ol'lmel management Agrcramulli Licensee shall also Axenule a Residential Managemem Agreemenl at npdaa, lar rlra management of the Residential Condominium by an lfliliflfl of Lloensor, on terms whloh shall be campellrive wiilr muse terms ofiered by an axperieasarl manager of branded luxury lul esme comparable in Ill: Residential Condominium, Is damninnd by "censor in its reasonable discretion, In the event License! shall elect in in: sol: diacrziian noun manage the Rasidmrial Caadnaainiura, lire mmpany seleeied by Licensee up 1h: nasidsnrial candarniniua-i, and any agreement l'elnling lhemo, and lire lei-ma lhel-wf. she]! be aubjecl lo [Juniors prior wrinea approval (none be unremnably wiinheld o1 delayed), la llais sass, Licensnr shall have Lilo light in supervise me npemlions and menusement of (he Residmtinl Condominium by the 3:10ch manager to ensure wmpli-nce wilh the Operating and License: shall unfilled to relmbureemenl of Liwnser's oasis and expenses for suelr supervision (the "Snpervnory Fee"), which Supervisary Fee Lieeaspr shall be enilzled la ealleec fi'nm all eondoadniurn uni! owners Propeny pdnsuanr to an applicable provision to be included in in: Condominium Documents (I: defined in lhe License Agreement). Llcenu Fees: Licensee sluill pay in "sensor cemll'l non-aeiundablu license fees an set fonlr on harem, Tuml'mm'an Tire Pnniu slrall negatinns applicable leanlnailun rights Rama/Crass- Llcensor cemin lixhls in (eliminate the License Amvenlem in cenlin Terminally>>: mma, including, in rlre event of a default by Liaeasae or its nf'fllinle under, a! a lanai-ration or, die Howl Management Agreernarn or Residential Managemeni Agramanr, lied/is" Except for sales ofindi idual candominlum units at the Property in narrafsrm'gmsr die ordinary warns uf Licensee's business and in wlin Lire term: of the Llamas Aglwmem oenain limited clrcumsnances to he eniculmd in dfllil in tile License Agreement. Licensee shall be 3 -- M-- Depasilrt Na other 1155:: Expense szasl'l: presluded from ennveying nil or any portion of he Interest in the Prepetty, any direct or indirect ewner-slrip interests in Licensee or my nuts right, title interest to the License Agreement. All deposits. down and ether payments (lngellter, "nepesitsla rrnde by eny pureheserot'nny unit in odvonee 01 the eiesing e1 sueh unit shell be deposited in eserow, sud License: not. wimnut the prior written consent of Licensol's which may be withheld in Liocmnr': sale discietiun, remove any poniou of the Deposits cent-aw irrespective of Licensee rs permitted to the deposit in question horn escrow pursuant to the terms ufthe comm: of sale governing the sale ofsuoh unit or pursuant in my land documents with respect. to any financing ubiained by Linensee with respect to the Property, in no event may the Property or any pmlicn thereof be used for Other Uses (ns defined) without the eonsenl ofLicenxor, which may lab in Licensar's sole discretion ln the evunt Bf a breach ul' lhl: section, shall have lite lmmudinlo right in laminate (he Lime Agflemenl. For ptupases of this section, the term "Other 095" shall mean all uses millet the Development Components expressly set forth in L01 nod shell inelude, without lirnlrerien. time sirens. residentiei er resun membership clubs, Mariel and my similar forms of ownership illul divide suldl according to specific unsigned unlender perinds er similer methane, hotel candominilvms, serviced apartmenla, extended stay hotels or any use. (C) golf eenrses and (D) culnos and the ownership, operation nr management or mines and shy gaming eetlvities, including, withaut limitation, my nelivlties relating to or consisting ofrhe taking or receiving olheis or wagers upon the result ofgan-les ui'cllaltce or skill. Prior to the date that Licerlwr shall llil-e. retain or otherwise agree to utilize the serviees uf nny third party (including. but nor limited w, locnl caunsel, counsel, trademark counsel, condominium counsel and my neeounrents) for the provision of edviee or servines related to the <No Principal.- [Vane Dh'rlirbnnu: Confidentiality: at the Up-Front Fee leer tire Expense Deposit), If Lteensee has paid the Expense neaarir and there-her either Party in its sale ch00!" not to mum! Llcuns: than Llcenaar shall refund to Licensee the aorrlea nt' auen apenee Deplnil (if any) that has not been nlloanted lo the payment of male incurred try Lieensor for Third rarry services, License: represents Ind wnrrents to Homer that It has not dealt with any broker with respect in the transaction contemplated by title and ugmes tn indemnify and hold Licemor (mm and agaiatt any claim for any brokmga in ether or finder'e lee made by any person or entity chiming to have acted an the bzltulf of License by ream aflhe transaction hmln. The Indu'nnily set forth in this paragraph shall survlve Ill: herminallon afthis L01. Licensee hereay and warrants that the principal of ls Andrey Rozuv wha awna loo-y. of Licensee will amide Lieenatn- with a nmirdislulbanca agreement item all rnertgagees, gmund leaaore and other superior inrtrumenr on Licensm's standard form. the 11min (which for the purposes paragraph shall include the Pettiea' inspecllve ufl'lw's, directorn members, employees, agents, oonlrnetzire. consultants, servants, associates or tepnsemntivci) agree to keep confidential the terms of this Lo), thelr relationahia with the other Party and any other information disclosed which is pmlnel'lt to fills and will only the nan-re to he lmdlels and third parties on a need to basil. Nolwilhxtanding the Donald J. Trump shall be permitted to mate publlc statements with reaper: to tire transuefimtx by this L01 Ind {he of flu: Pmles unaided that such public statements do not diaclnse any finandal terms heraofi The tum: confidentiality pmvidlon shall stir/iv: L11: until: UOL Principal shall he required In guarantee the payment to Licensor of any late, damage, cast or expanse, inelnding reasonable counsel fees and disbursements, incurred by or on behalf arLicenaar lay reasan oithe accurrmce uleertain had any am committed by Licensee All references in this Lot (including all exnieire and aaheduler) te dnllar amounta, and all use! ottna symbol shall refer to the lawful currency attire Ill-libel Sartre uf America and all amaunn to be paid hereunder, Including. without llmilation. all Lleenae Fees, shall he in us Dullml Tuxfl: Luca! Law: Law/Venue: Licensee 511a}! cooperate Licenxm', bi Lieensee's sole cast and cxpensc, in che event that desims In .11 or my puninn brihe by ebe in account fur tux Ind/m ideni inw caneemn, The binding provisions Ohms (and. ifund when axecubed, me Liceme shall be gwuned by be Laws of the sme at New yin-h (wlthout legm'd io :nnfliul of 1m piincinicd). All disputed between the Pumas nnden me binding provlsluns dc ibis 1.01 (and. if Ind when executed, ihe Liccnne Agmcmem] shall be settled by binding ubilmlion in with Ihe Cammhensivc Rulls and Procedures of JAMS Intematlunai Arbitration Rules. The plan>>: of arbilmlon shall be New Yoik, NY. Exam for ihe Confidentiality end Guvemlng Law/Venn: 51:! form hcmim Ihis 101 shnii 110! ha binding on nny pcny harem. The Panic: sarcoma unless unui License bccwuen inc Pcnies has been exacuwd and deliveml, parry shall be under any 1egni or any kind whatsoever to mmimimatc . hensnezibn hereby by vinuc chili: 1.01; ibis 1.01 shall non be consl'mzd be be binding 01711111101 bethen maes (other win. respect 10 (ha Brokaw, and Oweming uw/Venuc pmvisiand bu radii herein); and no equitabie mus: of nelioll shall be 115501ch by any party mm a comm: b: agreemull (definitivc or axists beiween the Parties wilh respect In any Immuolion pregnant], in discusud herein. FOLLOW THIS M- Provided you me in Wm. thus: (arms, pleas: caumersign this LOI in the space pravidcd haluw and mm a copy to my anemia". We look forward to your timely respmue. Very :me yam TRUM ACQU SIT LLC THE AHOVE Is ACKNOWLEDGED. CONSENTED TO AND AGREED TO BY: LC, EXPERT ENT COMPANY H0 MANAGEM NTAGREE SCHEDULE 1 The fallawmg an aniline lime principal mm: and cardinal": ems propmd hotel management ngmmanl (ma below teach) a "relay", and legelher, che "anllu") hays lire Ia negollam with in on below raflram'ad With yaul' of lime Ierm: and immune. opemmr (er dz/Intd balaw) i: pl'iparld ln an HMA am! 15.4 (in heralmfier Halal: Owner.- Dpzralor.' Tm": Film: A film class. luxury hotel (lire "Huh-l") be known and (mulled as Trump Inlamariotlal Hotel a Tewcr Moscow [or sudl nlher llama es the Panlcs shall agree upfin) located ln Moscow cily combining approximately 150 hovel mums. LC. Experl Investment Company and/or nno or more of its affilimu. Tlump Imunnfiuml Hotels Management, LLC rind/(Ir one ur mar: of"! ambush The HMA shall mpire cwerny--l'lye (25) full calendar years lhe dulle ills Helel opens ror business a! Trump brand helel plying guess in wilh the (:hu "Openfng mile"), with (2) eenseeullye live (5) yeer eensecmiye renuwal leans each of which renewal term: shall be ampernler'seleclinn. Bug A we ice (payable on a mommy basis) rel- such menlh during the Term (including any partial numb in the and cxpimiun er terminnxlun olelu Term) equal 10: Year: 1 3.00% of Gross Operating Rwenuas Years 6-25 (plus renewals): 4.00% (7st Opzruu'ng Revenues "Gross Revenues" .nenns revenue and innumc er any kind duived or indllecily from the enernzicn erihc Hotel, and expressly including grass revenues gunumad from gust moms and < standards; anti Repair u/Haie/t Centralized operating payments, rentals or other payments or distributions to Owner or the Hotel from any third pertias that are mums ofm otherwise mnnage or operolc arm in the Hotel, earl (o ieer fm sen/inns such I: inmmel and movie, few, neon feed, and similar fans and all mccivbd: but expressly enelnding the following: tunes; from the financing, sale or other disposition of capital onsets and "bins not in th: ordinary course of the Howl's aplraliond and incnme durivwd from "militias and mhu pmpeny uquimd and irald for investment; proceeds paid no componsation tor condemnatlon or alteration! or physical damnge to the Hotel; (iv) prooeerir or any insurance; and rebates. discounts or credits provided by Operetor to iiotei lneentive Fee: An Incentive lee (payable on a basis rand subject to equoi to 20% of Adjusted Gross Profit, "Adjumd Grora Operating Profit" mean Cross Operating mell (as aaelr term leI be defined in tire ieestlre Base Fee, Other than llooel executive atoll the: Operator, in its sole discretion, to employ, orvner or on of Dinner will no the employer of employees of the Hotel ond will be solely responsible tor tire employee salaries, cusu Ind expenses, all afwhinh sinatl be included as anointing Expenses. The seieotinu or oil employees crude Hotel will ire ot Opuatm's discretion. und Operator will lat responsible far and comral oil employee hiring, tenninatioa, benefits training. administration end other employee relnled meteors. Owner, or Owner's sole cost and expertse, alaoll design, develop, equip not melt the Hotel in with the Trump Emld Standnnir (as such terua shall b: defined in the Operator. or Owner's sole cost and errpenno, shell opeteie and maintain tlre liorel in rceordenoc with the 111mm anord Standards. and Owner shall provide Operator with snmeient so no to enable Upcmor to oompiy witia sueh obligations. The Hotel and its employees stroll tae obligated to participate in oil or Operators (and its amiietes) mandatory oentrniired services, which eentrniired services may, at Opal'nmr's eleorion, include, without limitation, coordinated markcu'ng and advertising (as more particularly described below), training and orientation, infomiminn teonnology reservation services, humim M: - Raimlnneentm cf Fern.- Hate! Technical Services: Debt Covenant." benefit plan purehnning services, guest antisrnednn survey. and brand <Hotel Sales 11an Marketing Fund: Foodand Batmge: Spa/Fitness Facilities: During each fiscal year, Ownnl- and shall set aside 2.00% or Cross Operating Revenues to be ecntributecl to than to be administered hy Operator er an affiliate of Operercr for coordinated sales and marketing einang Ill "Tramp" branded hotels. ooerater may elect tc manage the food Ind beverage hacilitles of LheHotei. manage such facilities, it may chum ID hive such filed and immune: facilities apetiled by a third party, which may be an aniline of Operator. operator's seleenan or say party. the manner In which such food and bemgc facilities shall be cperatecl lease, license, conustion management or simiier agreemcut) on behalf nf Owner and the forms of such ayevmcma shell be subject to Ownnr's reasonable approval. Once is granted. opelawr mny negotiate, enter inn: and administcr such agreements. so lung at such agreements either have a term equal to or less rhen one (1) year or can be terminated, without penalty, and upon notion of not more than 180 daysr In connection with the preparation, negotiation cad/or administration or any such ngreement, onerntor my, et Owner's expense, engage counsel reasonably approved by owner. All such agreements site require the third parties to onsete the {one and beverage {militias in accordance willt (he Trump Brand Standards, Operator may elect to manage the spa anal/er rteness militieo of the Hotel. imperator elects not to manage any spa and/cr fitness facilities as adecarnnent arthe Hotel, Operator may select a third party, which may be an affiliate or Operator, to operate all or any portion afsucit {anilitlu under such party's brand nan-re or such other name pursuant to an agreement as determined by Operator, Opemmr may negotiate. enter into and administer such Isveememsi :91an as such either have a term equal to or less than one (1) year or can be terminated, without penalty, and upon notice nfno more than [80 days. also brand all or any portion of the spa ur fitness raerlities as "The Spu'uy lvanka Trump" or brand End/or oparale such branded spa or fimess ficililia as a deparhnenl ofiha Hotel or (ii) Salem any third party, which may be an affiliate of Operator, to operate such blmded son or fitness facilities, and, in contraction may negotiater enlcr into and administer. in the name and on behalf at Owner, any agreement for sueh branded Spa at fimess facilitics. All imerlor dfiign elements of Ihe spa or flutes: facilities shall I): completed and in m- Maul: Sale/Amgnmenl- Memorandum suolr manner as approved by, In melr sole and absolure dlsorerlmr, Operdror and (ii) in are cxlant me: rho and or fitness militias branded under rlre "Spl by lvankn (or brand, Trump or her designee. During each fiscal year. Operator on basis, set aside (from mods orlrerwlse due re Owner) ure percenrage of Gross Revmues ser fimh below ro a bank amum deolgrared by Owner and eonrrolled by Opemror ro mm fixmres and equipmem replaoemenr for llre Hocel, capiml improvemerns and all arlrer rusnnably to are Bland Standard! and fer ull pardons onlre Holel rs by Operarnr. In the event (ha: share ere not enough funds frul'n me opal-mien or the Hotel to fuiiy mud sin-J1 uservus, Owner shall b9 required to fund wall reserves (fem mired sum-nu. Flmher, In ll": cvcut Kb: emonm on reserve is Inadequate pay for rlre cost of any urrne faregeing, Owner shall be required ro fund rlre dlnarenee The pereen: uf Gross Operurlnr Rewnnea which Owner set asida m'alherwise fund arc, as falluwsz Your 1: 3% afGross Revenues Veerze 4% omross Opemring Revenues Years 3-25 [plus renewals): 5% of Gross Operamrg Revenues vaided that Owner is not in defimll under the HM or TSA following rlre Opening Dare. Owner may often a master of rm ownership or leasehold inwlest in rhe Horel to plny wlro ls not I I'milibilcd I'mun (I: such (um shall be defined in the EMA). has in (Liam financial resolute: and liquidity Ia satisfy Owner's obllgulions to Opemmr and its affiliates under file HMA and odoqdore experlenee in llre of projeelr s'rmllar do llre Hocel, in open case as by 0pmnror, provlrled (I) Owner-o enrlre intuvst lr. are Howl la and GI) rlre HMA l's aseignod, with obligations, to the lransfmeo and me transferee assumes all such in with the exeeuelon orrlre WA or upon a larer one be agreed upon by Pumice, llre Panles shall exeorne a recordable orl-lMA. Upon execution such memorandum shall be recorded and/or reglnerad (es applicable) or Owner's sole con and expense in the in which me llmel rs looared. War/rlng Caplrolr lelmtioll an Operator: Duly: No Gaming: Currency: Operator will esiebiieh rrusinlnin (flmn fimds ciherwise due in Owner) working eepilel which shell at nil iirnes mnuin sum eqnel ln rein (4) month: oresrinnsreri opeming expenses [or Opereror in use to onernle the Hole]. Operator's performance of any ohiigelions under lhe HMA require the expenditure or money shall no subject in the nl' sufi'lniallt fluids from the opuatlon 01'th Hotel or elherwiee by Owner, rind under no eimunlslanm shell Dpernwr be Io advance iis awn runes, All costs nnri expenses of onerneing, mnirmrining, mn'keling end lire Halal pmvidlng Opmlur's services shell be our of (\inds from Ihe opeullnn Halal. In the wall! lliele shall not he enough funds irenn rhe operniien orlhe Herei in such will: end expennen, Owner shall be required to make fufficlem funds la Operawr within fifieen (l5) days afiar Opmlm's dernend rhercler, Opemmr shell use lazwnable eircru lo forecast and advise Owner in udvmce a! any such enliclpnied deficiencies. Allhough onerelor shell not be obligated to ndvence its own innds, if Opereror chooses re do so, in Opel'nwr's sole discmion, Owner relmburse Operate! (or, if direered by Open-econ, ire nfiilieres) for any costs and experrsee ll'lal are inernred nerd by Opereler lb: Owner's sceounr. In no evenl may Lire Hate] or any pmlon lherenf he used for Caslm and Gaming (Is defined helein) William ch: prior wrilml consent af Operator, which rney be wilnheid in Dpualnl-'s dimlian, In Ihc event 0f branch nf this 0pm shall haw: [he rig" to terminal: the HMA. I'm' purpusns of (MS suctioni Ilie hem-l "Casino and Gurning Amivillu" shell mean lhe huniness of owning. eperaiing, meneging or developing casino or eirniien i'eeiliiy in which a principal business ncfivlly is rhe inking or receiving of bars or wagers upon the result of genres of chance or skill, including herel, dockside, riverhoer, amiss shin, enlemlinmenl. spans. resort, bar, restaurani and mail servloes in collimation with My fungulng enlivillu. All remeuces in this Term sneer (Including all exhibirs end schedulen) in duller nrnonrns, end in use: onhe symbol shell refer lo rhe currency uf lhe Unired Siam nf America, end uli snneunie no he paid hereunder, including, limitation. rhe Mnnegernenr Fees, be paid in us Dolluzs. concurrenriy the making ernny peyrneni, Owncr shall pity re onereier un nrnounz equal in any seine. vniue ndded, excise and similar tux: m- Non-Divmrhanu: Govflniup Lm illul Jkr'mfinivn: Colmdallfinlily: Na Bra/rant: levied an or- dammed from such plymant or assessed ngainsi Operator. If my dr nther taxes, dulits or deducfion: apply in any payments in Opziuor. shall lucmisd ihese payments so that Operator receives Ih: sum: net amount ihnz may would have received if no or taxes, dullu or deducliolis war: ownnr provide wiih ngiwment from nii murlgpaees, ground lesson and uflicr supcrior instrummi holdan, an Operiamr's standard rand. providing for, arming other mam, Opamar's continue <commission or finder's fee by any pawn or entity claiming to have acted on me behalfof Owner by reason Dfihc trunnion contemplated lmln. Tn: indamnhy sat forth in this paragraph shall will-is Tenn snul. The words "include", "including" and "such as" shall be construed as uplm and as if followed by the words "wlzhom being m" ur"wiLhuul1ilni\akilan", Except for file No--Bmkus, Cunfidcntiulity and Governing provisions forth llemin, this Tami Shae: shall nut b: binding on any Parw harem. The Pam'es hereto agree me: unless and nnLli lln: agreements contempimd by min Tam Shank have bean axenuted and delivzred, no Pany shall be undzr any legal ubligplian any kind whulsoavu a muss-slim hereby by virlne of this Tenn Sheet, and no equitable (muse cf Action Shall h: asserted by my Pany wifl'l Expect In no of mail transaction, Term sm: shall nm bu conilrued b: a binding cunlml bciwcell any Party (other than with to Ihe No-Erakuls. Confidenxialily and Gavcming Law/Jurisdiction pmyisians set herein). m- WM ml: was Licensee shall ply Licenmr for llie lleerlee oflhe Licensed Muk, herein pmildcd, ell of me follawing fees (the Up>>qut Pu, Sales Fees. Commemial 04 mice Componenl Rent Fee and orlrer Fees. eollecllvely, [he "Liam: Feet'). AMOUNT on PAYMENT OF PAYMENT Tn. "pp;Froanu"z $4,000,000 25% upml mouriml orule License Agreement; 25% upnn Licensnr's approval uflhe locallm omle Property; 50% upon lire arliu' to oeeur offl) seven (7) My: prim lire groundbreaking mire Pmlecr and (ii) following the execufion oflh: License Agmement. The hzluw, collectively. the "Gross Sula Fees": 5% of Gross Seles Price up lo Upnrr me applicnhle Gross Snles Fee hymen: Dale. $100,000,000; (ll) Thereaner, 4% amess Sales Price up to "50,000,000: mereuaer, 3% omess Sales Price up re $500,000,000; (iv) Thurcafier, 2% of Gross Sales Price up :9 00000000000; Thereefiur. 1% oraroes Salu Prioe (enell nflhu foragaing, a: applicable. me "Grass Snles For purposes ohm: Agreement, "Gross Sales Price" shill mean mm] selling price ureaclr residenliel candominlum uni! (each, 0 "Residurrllal Unit"), wllhaul any deduericn wherroever. arms Sales Rate of 5% ofmhel'Unlt Gross Upon applicable Gloss Salas Fee PaymenlDale. Sale: Price, purposes ofdrle Agreement, "Oflnn' Unit Gross Price" shill mean m: lolnl selling pricu ofany portion aflhu Pmperly which is not a Rasldemial UniK, including. wiLhoul limilalion, pun'lons nflhe mail alzle, sloruge lpeces, cubunue end similnr end all addifinnm amenitirni 01' componcnta (including any rlol -- eonietnnitted in the Lieenre Agreement (each, an "Other Unit"). without any doduetion whatsoever. The it aims not": Funny Other Unit innee letsed at any time or On tr busie, within live (5) business deys oi the Property. 3% percent dial] the rent (base receipt fivntihc tenant rent plus all addllionnl rent, including, without limitation uny pereentnge tent) applierrhie to suoh Other Unit The "Other Fees": 3% otOther- Revenue, For purposes ortbir On a hurls. prior to the tenth (lorh) day at Agreement, "Omen shrill mean any each calendar month on account at the prior i and rill revenue whatsoever derived from calendar manlhs the Property, including, without limittrtion (or concessions, uetiyiry tees, entering. ooniierenee Ind henouet feet, {and mi beverage receipts, fitness center end spa tries and receipts, equipment rentals ind previrian of other seryieer. As used herein, "Closing" shun mean the earliest |a occur attire data upon which the huyer atu Residential Unit or Other Unit is granted ownership rights over the Residential Unit or Other Unit in question ind/or title to the Residentiui Unit in Other- Unit in the buyer or Retidentiai Unit or Other Unit ir otherwise permitted in uoettriy or in my munner use the Residential Unit or Other Un' in question, or Licensee taker any nation which. in the commerclaily reasonable judgment of commutes a oonatruetlve closing of the sale of the Rssidentiui Unit or Otirer Unit in rniestion (including the remittance nteny deposit, down poyrnent, Installment pnymerrt er tiher rorm lay any eminent ofa Residential Unit a! Other Unit which in the tornmereinily reosonabie judgment of Lieensor, constitutes a mureriei portion attire Gross stiles Pi'ioe or Other Unit Gmsa sitter Price, is anniicnbie, in teepeet ntsueh Retidenrini Unit or Other Unit), irrespective at whether ar- not, in mh tare, uwnership rights over the Residential Unit or Other Unit and/or title to streh Residential Unit or Other Unit have been truner or (ii) License: has reoeived in inii in part horn the upplierble buyer or construction on soon Residential Unit or Other Unit is eornptete other then punchlist itemror items waived by the purchaser As used herein. "Grass shits Ysyment mite" shall mean wiih respeet to any Residential Unit or Other Unit. ot the Clusing hi the atria or such Residentiei Unit or 1 Other Unit, at, itapplienble, in installments, simultaneously at any rirnets) thet Licensee withdrawr any oithe Deposit! made with respect In streh Residentiei Unit or Other Unit, or npplieobie. from escrow (any such shall be ruiajeet rhetetrns orthe Lieense Agreement) or (ll) any pateharer areny Reridentiei Unit or Other Unit tentits any deposits, payments, or ether funds whioit. in the reasoorrbie judgment anioensnr, ennetirnter all or any portion cf the Orarr -- m- sm Price ox Other Unll Gross Salas Pm. as applicable, af such Residential Uni| a: 00m Unit (which mxsmem shall be equal to the Fae Share (as definad in an Llama: Agreement>> and/m on the Extrapalnkinn pm (as defined in an: Liccnu Message 10/3 1 PM Michael Cohan YRUMP rs! Suhlecr: \dxdn'l recent: the signzd Lm, plaase emzfl it dvdn't reze'we the Sunni fleas: emu u. Yhank ynu, Message nom- chhael Cohen [/o:1rump Org/D rs! Adminrsmive Gmup/m:Recipiems/tmmcuhenl an behzrfof MIChae' Cohen 11/2/2015 5-52>> 5 PM To: cc. StheLt' Executed LDI 201511021145 par Gemlemen, It vs extremely imponanl that the nature and mutant olthe altached Lol an be until such me as (he names have euher cancluded me delimtive agreement dacumenrs have agreed to a mutual smemenc We are truly makmg forward to nus wonderful opportunity and mama. Yours) warm Comr- Exemm 'flce mums": and I swam Cunnse' n: 0mm I'mmp rs thAveI-ve New THE Thug; ORGANIZATIJN Deliverv Ream 2015 5a 1 PM Ya: mum Rziaysd Execuled LDI vawmssage Ta: cc Subjen: Exuumd mi 52": 11/2/2915 5:51:16 PM Delivery to these recipiems or distribution llsis Is complete, but delivery nomination was not sent hi the destinatlon: Executed L01 7o; thael Cohen i/osiilUMP first Adm suhiett: he: Plain/Trump 1 just watched president ooana on not exelosive say how are the republicans can negotiate with rutin and the chinese when they ean't stare down chat deoete moderators, an mar CHP. Micheal we can own this story, nonald duesrl't stare down. he negotiates and understands the issues and Putin only want to deal with a pragmatic leader. and a successful business nan is a good sandidate For someone who knows now to negohnte. "ausiness, polities. whatever it all is the sane For spneone who knows how to deal" think 1 can get rutln to fly that at the irunp ".15an press eonFerenee. If he says it we own this election. Americas nost adversary agreeing that nonald is a good guy to negotiate. ms, oil. Middle East, ete ete. we can own this eleetian. Michael ny next steps are yery 5:7lsitlve with putins uery yery elose people. we ean pull this uiehael lets go. 2 toys Fron areoklyn getting a use president elected. inis is good really good Yhank ymli Felix sater in 3, 2015, an 12:14 oi. M--v Got the signed L01 For rrunp Musznw, i an on a plane to Nassau. uahnnas to spend a days with Andrey and I just watched the irunp press eonterente. Loved nutin/kussie reFerenee. 1 need that part oF the press eonFerenee cut into a short clip to he played for outin. please get it done 1 would put cent as I'm in the aahanas with andrey For the next week. out he wants to send it to the krenlin. em a uery elose person a. partner to rutins closest Friend, partner and advisor who has teen with min since teenage years his Friend and partner (on the largest shopping eenter in Musmw) is flying in to the private island in the Bahamas andrey rented next week. Everything will he negotiated and distussed not with Flunkies out with people who will have dinner with Putln and discuss the issues and get a go ahead, Michael I arranged For xyanka to sit in rutins private chair at his desk and oFFiee in the will get rutin on thli program and we will get oonald Genuds we both know no one else how to pull ng without stupidity or greed getting in the way. know how to play it and we will get this done. Buddy our poy tan heeane president of the and we ean engineer it. 1 will get all oF putins teen to buy in on this. I will manage this process. There is no one on this planet who wnrlu ponald eleeted more than 1 do a) For delFish reasons, pretty coal to get a USA president tletted. o) hetause he will he a great president. 0 aFter that ean tell all that negative nasty gangster oullshit press to kiss rw ass. 1 guess that's part of a) the selfish part. wiehael. Fuc'in gets on stage with Donald For a rihpen cutting For Trunp unseow. and nonuld owns the republican nonlnation. And possibly pests willary and our pay is in. I'll take the anhassadorship to the eahanas so I can Fish and dive, and he a hero to ny kids. That niy Friend is the hone run 1 want out oF this. we will manage this process better than anyone You and will get oonald and v'Indhliir on a stag: together very shortly. That the game ehanger. Get he the elip a will get it to Min and his people duiekly and it will help our eeuse and proeess. Thanks far getting the irunp L01 signed hy ponald. wow the hard work begins. Thank you. Felix sater .r;Verizon 5:50 PM 4 92% (it (D iMessage Nov 23, 2015, 2:19 PM With my daughter at the doctors, I sent everything over. Will call you when I get home Nov 23,2015, 5:00 PM I'm still waiting for your call i need you to call me now on my cell 39> 9 .IHVerizon 5:50 PM 92% Fill <9 0 (D newsobserv encom cnbc.com wsbradio.co herald-- review.com news.google .com Dec 9, 2015, ":28 AM Call me Dec 13, 2015, 9:28 PM 1&4 a: Message From Fehx Saler . 12/1/2015 5.41 7 PM rn: Michael Cnhen Administrative cmup/cn=aemprams/cmmcuhen] Sum-u: Need vuur passpm M: Mizhafl, was: scan and send me a Copy of yaw passport For- the Russian Ministry of Furzign Affairsv 51 ncerely Felix Message Frum' Michael Cohen l/ rump Adminrsmuve Gmup/cn=nemprems/cn=mcnhen] on behalf of Michael CnhAn Sanr 12/17/1015 4 oo 4 PM To: Subjm FW. Googre Alem Dona'd Trump New isthe time Can me Youls. VT THE MI: .I Con-n v" and 5mm Counsfl To Don-Id Trump 725 mum/gnu: New mm TRUMP ORGANIZATION From: Google Alerts Sen Thursday, December 17, 2015 10:36 AM MIChae' Cohen Subject: Goog'e Alert 7 Donald Trump Google News Donald Trum .t'w Russ'av "r Sxdfirnt Vladimir mm Pm: Donald Trump as "Yam 'me Co'mfui' am; Russlau PreswdentV'admwF'uhn aimed pvawse meow presmenmx canmaaze Donald Tmmn'aday <fliIVerizon a 5:Dec 19, 2015, 10:53 AM Michael, Please call me have on the other line. He needs a copy of your and Donald's passports they need a scan of every page of the passports. Invitations Visas will be issued this week by VTB Bank to discuss financing for Trump Tower Moscow. Politically nei-- ther Putins office nor Ministry of Foreign Af-- Verizon is 5:for Trump Tower Moscow. Politically nei- ther Putins office nor Ministry of Foreign Af- fairs cannot issue invite, so they are inviting com-- mercially/business. VTB is Russia's 2 biggest bank and VTB Bank CEO Andrey Kostin, will be at all meetings with Putin so that it is a business meeting not political. We will be invited to Russian consulate this week to receive invite have visa issued. 13$) 9 Messine Palm 12/15 015 50 9 PM Mvchael Cohan I/u sum-u: Please me Grou p/c thhae'h muse (all mg I have -on the other line. H: needs a copy nf yaw and Donald's passports my need a stall of New page or" passports. Invikatinns 54 Visa: win b: issued this week by WE ta discuss financing for Trump Town Mostaw. Poiiticafly neithgr vutins office nur Ministry of Fartign Affairs Carma: issue invite, so they are inviting is Russia's 2 my": bank and W3 Bank can mm, b: a: 3" meetings with Putin so that it is a business Mating nut politica'l. we win he invited [a Russian consuiate this wuk to rtceive invite A have visa issugd. mink you. mix Eater .- \Jvuxmn <9 550PM ml Verizon <0 nil Verizon (O I mm My ?025) .3. at: Verizon (O 3 9w. - :1 i a Verizon Verizon 5:a: <33: .0. A. A 05w ole? Vetizon (O 91% - {Li ,3 .v u. If; a 5. 35 ?who .. rant." a Verizon 5151 PM 90% - <69 They need a copy of DJT passport After I return from Mos- cow with you with a date u. gVerizon 5:After I return from Mos- cow with you with a date for him. What do you mean After you and I return with a specific date, I will provide hem with the copy. It's premature for his Ana I am the one go- ing. I'm sitting with Stasik who says I must pay at- tention to him Dec 29, 2015; 5:23 63%) 9 .r2Verizon 5:Dec 29, 2015, 5.23 PM No response from Russia? They are sending out in- vites to us Dec 30, 2015, 3:31 PM Where are they? Dec 30, 2015, 5236 PM I'm waiting for them after New Years mQEVerizon 5:Dec 30, 2015, 5:36 PM I'm waiting for them after New Years have never steered you wrong. Or not been 100% upfront. When I return to the office, I am contact- ing my alternate and set- ting up the meeting my- self. Sorry I have invested a lot of personal political capital, time and energy into get? ting this done into getting this clone, and am not sure what to do at this 639) 0 uaEVerizon a? 5:51 PM 4 :3 G) Illg Illy 'dllU SUL- ting up the meeting my- self. Sorry I have invested a lot of personal political capital, time and energy into get- ting this done into getting this done, and am not sure what to do at this point. But I guess I should have expected it. Should I be stopping my efforts, as you are aware everyone is out till after New Years. Should I be telling my people to cease and desist. 539) 0 Verizon 43? 5:have invested a lot of personal political capital, time and energy into get- ting this done into getting this done, and am not sure what to do at this point. But I guess I should have expected it. Should I be stopping my efforts, as you are aware everyone is out till after New Years. Should I be telling my people to cease and desist. Dec 30, 2015, 82:11 PM Yes 39) 9 at?: Verizon 43-" 5:51 PM 4 )3 90% Li]. (6-) CD Story made me look real- ly bad and I took it on the chin and now I played my hand with people I make money with and you telling me scrap it. Really upsetting, really Not playing you or any- one. 1 month plus since the signing of the that I wasted my-time on. I put the others all on hold and still, despite every conversation with you, nothing. I told you that you will not be the point person on this any 6) 6) 0 nit Verizon 4? 5:put the others all on hold and still, despite every conversation with you, nothing. I told you that you will not be the point person on this any longer. Why are you shocked? We are talking about a fucking invitation by a do give a shit about the story that lasted all of 1 day. No one picked it up because moon none cares. BTW we didn't go to St. Barths this year because my kids where upset with .r Verizon 5:kids where upset with all their friends talking and asking about the story. Soto me it was a lot more important be? cause it's my family that's a ratings question, and it lasted 1 day be? cause I kept my mouth shut for your and your team. It's an invitation that's being directed by Putins people NOT a banker It was a one day story because no one gave a shit. And I truly dot be- me? 9 a Verizon 5:shit. And I truly do be- lieve that you didn't come to St Barths because anyone was talking about you. So im telling you for the last time, the second I get back to NYC I am on my own and will demand that you cease from all conversation regarding this project and I will send a termination re- garding the LOI. I will not let you fuck with my job and playing point person. I still have no numbers from anyone who is al- legedly involved in this air ?529 ?62? Verizon 1? 5:legedly involved in this deal other than the fact I will have whatever invite I need within 48 hours. Not you or anyone you know will embarrass me in front of Mr. when he asks me what is happen- Ing. I never ever lie, that's ex- actly why I didn't come and not because I give a shit but because my kids cried and they didn't want to be asked again if their father lied about his relationship with Trump. "if? Verizon (GD relationship with Trump. And I guess the 20 plus fucking press inquiries are proof no one gave a shit. The Schmuckler that lam I said no comment. Because you told me to kill it, and we have bigger fish to fry. I'm not going to argue with you what's the point. As they say in politics if you want a friend buy a dog. I guess they are right. Except I'm not in politics I'm just a hard? headed russian kid from Brooklyn. a Verizon 4? ?7 :8 90% headed russian kid from Brooklyn. I call bullshit across the board. You're going to argue with you. Please don't reach out to anyone any longer re- garding this. Not sure how to stop it, will make calls after New Year. lwill take your que and start calling bullshit across the board. a Verizon It was sent 3 days ago but went to my spam. usi?Verizon 5:52 PM 13 90% l?l' CD but went to my spam. I was calling them to call it of and before I said anything, I was asked what days are we plan- ning to come? I said I never got the invite and they said they sent it on TUesday. Michael this is thru Putins administration, and noth? ing gets done there with- out approval from the top. <69 The meetings in Moscow will be with Ministers - in w-EVerizon 5:52 PM ?7 90% . CD and with Putins top ad? ministration people. This most likely will include Dmitry Pekov, Putins press secretary. To dis- cuss goals, meeting agenda and meeting time between Putin Trump. Who is Gen Bank? I thought you were speak- ing to VTB It's owned 50% by Gov? ernment and is run as a junior for VTB, the Chair? man of VTB is away till the 11th and they didn't me) u' Verizon 5:52 PM '1 3 SWl-v (ea (D the 11th and they didn't want to wait till 11th to is- sue invite. First it was a government invite, then VTB and then some 3rd rate bank si ned awoman "with no fine. It's like being invited by Independence Savings Bank. Let me do this on my own. After almost 2 months of waiting, you send me some. Bullshit letter from a 3rd tier bank and you think in going to walk into the boss' office and him I'm main>>. 30> ue?Verizon 5:walk into the boss' office and tell him I'm going there for this? Tell them no thank you and I will take it from here. Michael a lot of work has been done and it's not a 3 rate anything you are going to be meeting VTB Chairman and a minister and Putins press secre- tary. If you want to wait till the 12th you will get the in? vite from VTB directly. This was done to speed aur?Verizon 4? 5:52 FM 4 3 6) up the process I'm calling bullshit again. Let me do this on my own. Nothing personal but waiting 2.5 months to get VTB to send a letter is nonsense. Please just leave this alone. (69 People went all the way to the boss for this, and using them as disposable soumbags is not a way to operate. Please don't do this Michael. We're done. Enough. I told vou last week that a) - 0 Verizon 5:told you last week that you thinking you are run- ning point in this is inac- curate. You are putting my job in jeopardy and making me look incom- petent. I gave you 2 months and then best you send me is some bullshit fucking garbage invite by some no name clerk at a 3rd tier bank. So I am telling you enough as of right now. Enough! will handle this myself. They are not dis- posable sum bags. They are no one and not a sin- at Verizon 5:you send me is some bullshit fucking garbage invite by some no name clerk at a 3rd tier bank. 80 I am telling you enough as of right now. Enough! I will handle this myself. They are not dis- posable sum bags. They are no one and not a sin- gle person I know knows of this bank and each of the people I have asked does real business in Moscow. Do you think I'm a moron? Do not call or speak to another person regarding MY project. u::EVerizon 5:53 PM 4 =8 90% E) (ED Jan 21, 2016,1007 AM We need to talk Impor? tant On a conference call Call me when you can. What's up Call me when you have a few minutes to chat IfsaboutPu?nthey caHedtoday Sorry that second dial was by accident 6) 6) 0 .IEEVerizon 5:orry a secon Ia was by accident Call me in the office Whenever you're free I'm in the office Jan 21, 2016, 4132 PM You will like what I have to say Call me Jan 21, 2016, 6:49 PM newerizon 5:orry a secon Ia was by accident Call me in the office Whenever you're free I'm in the office Jan 21, 2016, 4:32 PM You will like what I have to say Call me Jan 21, 2016, 6:49 PM Verizon 4? 5:Jan 21, 2016,r 6:49 PM Tell me if the letter is good as amended by me or make whatever changes you want and send it back to me Try to take a look tonight I want to get it to them so they have it for the morn- Ing Jan 21, 2016, 8:Message hzel Cohen Hum one/Du INST ADMINISYRATIVE 1/22/2015 3-21-52 AM relx saw -- suolm nee Moscow inva arm 1 Dear Mr Cohen In furtherance of our previous conversations regarding use development of the Trump Tower Moscow project, we would like to respectfully invite you Io Moscow for a working vislz During this historic meeting, we wish to discuss further the needs to create this five star. one ofa kind and world class project Your visit will help to acquaint you with Moscow through "round Iable discussions" devoted analyys, and [he prospecl: of developmem and me constructi on business |n Russia wliile In Moscow, we intend to visii 5nd discuss wilh you Ihe various laud plots available suiled for construciion oflhis enormous Tower as well as to give you the opportunity to co-ordinaie i follow up visit :0 Moscow by Mr Donald Trump We look forward to welcoming you at your soonest convenicnce. Sincerely Sent from my iPhone Michael D. Cohen Executive Vice President and Special Counsel lo Donald] Trump 725 Fiflh Avenue New York New York 10022 On Jan 21, 2015, a: 6 03 PM, Felix Eater--role Your thoughts (anmvio TpaMnyuocP Message mm rem 52w sun 1/21/2015 52; PM to; Mlchul Cohen Group/ended ems/mmcohen] swim: Moscow <a npvonMeHHn Hawero pasrosopa no aonpocy npmenmsa a r. Mama: anmamaeM Ba: mam". r, Mama pasow auswom ofizymgenmn manneimem paamaw Aeaenanepmm npuem. a nporpamME acme-m npeanonaraevtn aNamMcmo r. Macuaa, Eran>> nacamemm ananmy a nepcnexmaam AenenonMeMa Datum, npeAnonaramm non crpamenbcuo wamoa. Mr. Michael Enhen Trump Organizanon 725 Avenue New York, NV 10012 Dear r. Cohen To canfinue our conversauans regarding the oi TrumanwerMascow, we would like [a respeniul'v mvite you ta Moscow 70! a wnrking mm' to discuss funher muperatien and imp'ementing of 'his one 0' a kind and remarkab'e project. Your consist nfvnur acquaintance with Moscow, "round table discussians" devmed of (he plospects of development and constructian businasses Russa' We Inmnd and discuss with you, the vancus {and mat; pmuosed (or construcfian of the Tuwer, as we" as to give you an npporkunitvto awsiuo Moscaw by Mn Donald Trump. We leak forward to welcommg you at your scones! :unvenience, Smcemw utiVerizon 5:Jan 22,2o1s,1o:23 AM Call me At a funeral for my aunt will call you in a bit. Ok Jan 25, 20161228 PM Your invite in your email. Please get me both your and DT's potential travel travel dates I was called again this morning asking for the info Will do 6 9) 0 Mmhaew Cnhen nuw Group/c 5mm: Vaur Anachmam unusnayumrmunmm KGIMAIIMM Dear Mr, Cohen in furtherance of uur previous conversations regarding the development at the Trump Tower Moscow project, we wnuld like to respectfully invite you to Moscow for a working visit, During this historic meeting We Wish to discuss further the need; to create this five star, one cf a kind and world eiass project Yourvisit will help to acquaint you with Moscow through "round table discussions" devoted to anaiysis, and the prospects of aevelopmem and the construction business in Russia. While in Moscow, we intend to visit and dlscuss with you the various land plats eyeiiabie suited (or construction of this enormous Tower as well as (0 give you the opportunity to cry-ordinate a follow up mm to Moscow by Mr, Donald Trump We {oak forward to welcoming you at your saunas! canvenience, Andrey Message me Sen! 1/25/2015 5 ,58 PM To: MichaE' Cohen Vu=quP was/own": Adminis'ralive Group/r. 5mm. R2: vow \nme Mess: get In! both yours and cram data; 1 got another can :th morning asking For Thank you. Fe'Hx o" 25. 2016. at 12:01 pm, mu --Wu azansnz. mm Thank yau, Fehx uriWerizon 5:53 PM ?7 90% 1-1.9. (89 CD Did you get the email? Jan 26, 2016, 9:25 AM I need to speak to you extremely urgent That was a butt dial Can I put you on the phone with the guy coor- dinating to arrange all the calls so you can speak first person to everyone. Tell me a good time to set up the conference call so I can make the intro u?Verizon 5:can make the intro Now Work or cell Work Ok 2 minutes Jan 26,2016,12:56 PM I think you should make it a bit more flexible for yourself week of Feb is this Monday. Since you gave DT dates, you can do anytime that's good for ou in Februar or ?21% Verizon 5:March. Completely your call, ei- ther way it's set they are waiting and will walk you into every office you need to make sure you are comfortable for DT trip. Jan 27, 2016, 8:58 AM Please call me Michael Jan 27, 2016,1246 PM Are you available for a call? I?ll; ?n nnar? ERR 9) 0 a? ?7 Verizon 5:53 PM ?7 33 90% (D Jan 27, 2016? 8:58 AM Please call me Michael Jan 27, 2016,1246 PM Are you available for a call? Jan 28! 2016,11219 AM In the courthouse down- town. Call you in an hour 0) 9 at Verizon 5:54 PM 4 89% - (O I'm glad I learned about parallelograms instead of how to do taxes. It?s really COme in handy this parallelogram season 31613 likes lhebasmbuchl?e Trigonometry mall. How are you, Hey brotha The People wanted to know when we are com? ing? (336,3 0 Verizon 4? 5:54 PM 89%r??i. (ED I need to talk to you May 3,2016,10:35 pm Should I dial you now? May 4, 2016, 7:38 PM I had a chat with Moscow. ASSUMING the trip does happen the question is before or after the convention. I said I believe, but don't know for sure, that's it's proba- bly after the convention. Obviously the pre?meet? ing trip (you only) can .uaVerizon 5:54 PM 4 <6 . CD ing trip (you only) can happen anytime you want but the 2 big guys where the question. I said I would confirm and re? vert. I explained that ONLY you will be negotiating all the details. I want to make sure no one tries to go around us, that's why I said that. Michael it's completely in your hands, probably a quick trip by you would be the perfect move, that locks it in and no one else can elbow in at that point. 36) 9 .uza Verizon 5:55 PM 4 =3 39% (SJ- . G) can elbow in at that point. Let me know about If I was right by saying I be- Iieve after Cleveland and also when you want to speak to them and possi- bly fly over. My trip before Cleveland. Trump once he becomes the nominee after the conven?2016, 6:26 PM Peskov would like to in- usiVerizon 5:55 PM ?7 89% [ii- (an . G) Vite you as his guest to the St. Petersburg Forum which is Russia's Davos it's June 16-19. He wants to meet there with you and possibly introduce you to either Putin or Medvedev, as they are not sure if 1 or both will be there. This is perfect. The entire business class of Russia will be there as well. He said anything you want to discuss including dates and subjects are on the table to discuss 9) 0 ?7 89% Eli" GD mg you want to discuss including dates and subjects are on the table to discuss May 5, 2016, 8:1?i PM May 6, 2016,1139 PM Please confirm that works for you Text Message May 6, 2016, 5:43 PM Works for me 639) 9 ?ll Verizon 1' 641. .7 Not only will you probably sit with or 2 but the whole biz community is there I?ll be running around setting nice $100 mill deals 9 And you will come back and the whole campaign team can kiss your ass. Keep this very very close to the vest, otherwise half a dozen idiots will try to jump on your coat tails. If it goes great you are a hero, if it doesneconomic an Varnovn 1:16 PM ?521. Tmc?h to return to call 08:00 go to an economic forum to check out business. Bro this is why you got me working in the shadows. I will make sure you are clean as a whistle either way. For you downside. But I know this is going to turn into A major win for Trump, makes you the hero who bagged the elephant and 2. Sets up a stream of business opportunities that will be mind blowing. All from 1 short no? Var-zen -r 621..? me working in the shadows. I will make sure you are clean as a whistle either way. For you downsude. But I know this is going to turn into 1. A major win for Trump, makes you the hero who bagged the elephant and 2. Sets up a stream of business opportunities that will be mind blowing. All from 1 short trip. lcouldn't have dreamed of a better situation with no downside 1:19 FM ?I'c'imh lair- ?with:st in :39! Michal Jun 9, 2016, ?rm PM Hi Michael, I am filing out the badges for the St. Pete economic forum for you, you will get an email with details from Putm is there 0? ??69 lx'tl?; very strong chance you meet but": N. a ?y?OLl whet: vibd From: "Felix H. Sate?" Subject: Fwd: The St. ers urg ntematlonal Economic Forum 2016 Date: June 13, 2016ak2.10,12 PM EDT Begin forwarded mcssagc: From: newsman hm Subject: The St. Fetarsburg nternatlona conomic Forum 2016 Dale' June 13, 2016 al 2015:! PM EDT To-- Log in to your Personal Web olvice amienmxour (lagln details attached) DEAR MR. COHEN, It glves us great pleasure to invite you to the St Pelersburg International Economic Fomm, which will take place on June 16--15, 2016, Please find attached an omeial invitation to the evenl, as well as inlorinatron on the registration prucedure First held in 1997, the St Pelarsburg international Economic Furum is a unique event in the world 0! business and economics In 2015, the Forum welcomed over 10,000 participants, including CEOs and senior management lrorri niaior international and Russian companies, heads or state, political leaders, leading international experts, iederai and regional omciais, oniciai 1 gwu gran mum. unvn- van '0 m- s: P-mnwg mum-nun" Ecanmuc Forum, wma' Ml mk- um on Jun-1b"; 2015, mm. man-4 umcm mvman an m. nammlan pmcadure um. I: wan '71th Fm mu In ow. m. 5' Pammuw Fumm Ii 1 unique Ivan! mine wand album-:- m: mummies 2015' m. Forum whom-d aw 11mm: pamc'plnn. manning can. .nu unior mam-mm 7mm may m-mauml and Fun'ln comp-mu h. a. Math wunul mam had In: mum-mm nuns. Mam and vim-1nd ulna-ls, one.>> duke-Mun um "um. mpy-urmv-s 6mm am an mums w. < ST. PETERSBURG INTERNATIONAL ECONOMIC FORUM JUNE 10% Michael Enhen Execulwe v-cn Prusldenl. smut Counsel In the hump Drgamzanon LLE Dear Mr. Cohen, I am pleased u: .nyns you In pamcwale In the 2m 5x Pelersburg Economwc Forum. wm lake on" an Juns 2015 at the ExpnFomm Convenlmn and Exmhmon Cenlre ms year, we Forum Is censoraung I|s zum year as an Inlernahonal p|allorm lor auuamg diakogue betwezn ov me polmcon busmess :xpan, ono :nmmumhes, who Wm convene mssuss ms key and lmanoal Issues hang ms today In. 2m prugramme mu sun In runner Improve mo Forums environment and opponunmss lor buslness nsxwonkmg, mu promo even greater henflus lor As omnous yurs, mo opsn ind .moamal w-u locus on In! mos| cnauenges lacmg the Russian and glubal emnomy. We look lorward In ssomo you lmong me pammpanls an we 5| Pamrshurg Inlernanonil Ecnnomlc Forum 20w Smcomy, mum at me Faun non Mounds: 5mm 5Y.PETERSBURG INTERNATIONAL ECONOMKC FORUM AUNE LETTER Dear Mr Cohen. w. puma presenl mmrmanon mm m. [arms oI garlmpanon and tor KM 5| Pentsburg Emvmnuc Forum {swan I. mas: 'Herlburl Imam-nun Ennumk anm mum": I emu (o pamcvpa'e the Fummy ynu mus! (onhrm yuur the Pmon-I ma mu. an m. Forum woos". a! wwqulumth (am you . In m. Fumm we Room um yau .morm us cl your hy mucking m. rekum box using the man man om" 2 he Pwulwlb ank- rs a an and mor- ma on m. Fnrum nonlimmq personal nau. Inhrmihon on requested semtes and Fumm prugrammeslw Act's; m: man-um sum is granted on a you: Human and "award Inamunmork mm Forum umdum For Mussary mlormalwn mm" \evms n1 pamnpmon, reuueshng and actrednalmn flurmg m: Fumm. please, mum yaur narsonal manager snow you have any qutsllons. we mu us happy Io you Funndauun From: "Felix H. Sater" Date: June 13' 2016 a! 2:19 21PM EDT To: "Michael Cohen" -- Message Fram Fahx Saler 5m 6/13/1015 5 21 PM Tn: Mmhael Cahen Admm'slrauve Anachmems CLEAR RUSSIAN Consulate General of Russian Federation in New York VISA APPLICATION mum: Flame or nu. mum nnun m. m/m/nndqudnr In. mlmw'llh'fllm my win-m. m. medwm un- mnbnaltn/a mm ab: Mammy; malt/Me mm um: [Minn Mom". I mam 1.. Ian. 11.: < "m Lixi an ins yn'n (var "fined exec." high stimuli 1. )'mnm {when Giannini/n 1. Mn. fl 7 777 Coil"! 07:"Jl. Limii civii and charm organiulinnx ""than ~31 nn hm my inmniiud ikillx. minim nr expcneim "lined an inn (wen) inunim n1. nr mnlrilnue (mnlvihmul) 10,0! lilo-<>: N0 Br'u/hor/Simn' N0 No Son/Dnughler No 36 IMPORTANT EACH APPLICANT MUST READ AND GIVE ANSWERS 1'0 THE Aiin inny nm ho mum] in permnx neinnging in warm: defined ii,- "in n; nndniinbie, nmpi in am when a hl! lieen ubluinml in ndvunulinen sick wiih dixcaw ni rixl: [or in public or yuflcud lhngemlu in ninniul amide Hmeynn nr Iwcn iirnn- -ni i No {min vba'.' i )g . mm" Fm 5 min, 1' Nu . "may!" weruwnluyeil VIIXI armyeil in Run everbm "'I'Vol'tll minim Winn? i' Wham? . M, ty [or . visa, ii yell you will have In appear in Indore Cnnsular offitar. 37, Vrrur liking, in number nnii E-mnll nddmu in an: anyone you in ihii form? ir mm min <an Verizon 1' - Tr Um". (etuvrl ?3 .31 Michael Jun 13, 2016; 212$} ljust sent you the visa app please file it out and 2 passport foto and cepy of passport. Jun 113, 2016? E72 Muchael, please call me lwant to go get the visa's today piease let me know Jun 15, 2016. 3:53;? Atari: 639' 0 V'th I want to go get the visa's today please let me know 1.1 Jam @3382 E: 531*; Michael you are radio silent please respond I will call you in 2 minutes Message Sam mums mu 5 AM Tn: Michae' Cohen RUMF ans/0mm Mum-ms: Mhhaew Cohen pm; Anoaam at From: Lum_ Subject: RE: The St. Peters my mama! nal Econom Forum 2016 Date: June 14 2016 al1'37'14 AM EDT To: Felix-- Dear Mr Sater, lt should lake 1 day upon presematlun loe mvllatlon should you need visa supparl leuer please enclosed, hum furl/on and lor Mr Cohen. upon receipt. Best regards, Show Lemondzhava HEad of Delsgale Managemefl Depmwem, OVltlal Delegatlons, The Roscungress Faundallon Se ues av, June 14, 2016 3 1 AM - emonpmapa UJma Subject Re: The St. Petersburg Internanonal Ecanpmic Forum 2015 The Consulnle are telling me it lakes 5 days to get a Visa. ls lhere any kind service you can suggesl? Thank yuu, Felix Saler On Jun 13. 2015, al 7:41 PM, [IIoTa--wrolc: Dear Mr. Satsv, Thank you ioryour reply. Please use these invltations to apply lor Russian yrsa. Best regard', Shota Lemondzhava Head of Delegam Managgment Depavtmfint, Delegailons, From: Felix H- Saw -- Sent: Monday, June 13, 2016 BISE PM To: LUora Subject: The SK. Petersbuvg Internaxional Ecanumlc Forum 1016 can you please also send me Mr, Michael Cuhen inyllauun mm and confirm your gani gallon (login de|alls attacneo) DEAR SIR FELIX SATER, lt glves us great pleasure to lnvile you to tire St. Pelelsburg International Economic Forurn, wnicn will take place on June 16718, 2016. Please find attached an omclal invilation to the event. as well as inlormation on the regislralion procedure First held in 1997, tne SI Petersburg International Economic Forum is a unique event in the world of business and economics in 2M5, the Forum welcomed over10,000 panicipants, Including CEOs and senior managemenl Irom maior international and Russian companies, heads olstale, political leaders, leading international experts, leoeral and regional officials, olficial delegations, and media representatives from over 120 countries We filmly helleve that 2016 will once again prove I0 be a key event in the global business calendar, and we look toward to welcoming youl FIND OUT MORE Sincerely. The St, Petersburg International Economic Forum Organizing Committee ST. PETEHSBURG INTERNATIONAL ECONOMIC FORUM ram Managing um." Ragonny Capvtal Advlsars LLC Our 5v ram 5am, I am plezsed |o mvile you In 10m Pelershurg human-mm Ecarmmuc Farum, mu take place on June mu al the Exqunmm Conveflhon and Exmbman Centre. ms yuan me Furum .s celebraung Ils 2m as .n mxemauonm plallorm In! mum-"g construuwe dulngue belwun o! m. polmcal. husmess, expen. and scmumc 5, who mu convene la drscuss the key ecnnomlc and lmanclal rssues licmg me warm lnday. The SPIEF 2m pragramme mu mm lunher Improve me Forums and oypanunmes cor huslnass which wm pmme mu greater hanehls lur As years. the open and mpmul mu lows on m: musk chauuges vaung m. Russian and globa| eLonumy w: look lorward to seeing you among m: ax the s: Puarshurg Inlarnalmnil Forum 2qu Sincerely, nlremr of murmur-n Foul-datum Alenndar 5mm 51 PETERSBURG INTERNAYIDNAL EcoNowc FORUM JUNE 2016 INFOIMYIDN an: 5" Fem sum. w: puma lo presknl an m'urmauon coming the Inrms nl parllupilmn ma procedure ror me 51 Magnum; Inmmonal Fnrum ISPIEF) I. In- SL Pal-mun Inumuunu Economic Fowm mmuunn nrmum man pamupm m: Forum. you mus! (< ROSCONGRESS ro ()l'lhc Russmn ahmnd Sl. Pe|elsburg lnlemalmnal Ecannmin Forum Ihz annual in ma economic lift of will be held Jun: [6 June Ill, 2016. Kindly ask you 10 proud: vxsu suppan lu Ihc St International Economic Forum nmmal programme pnnicipanl Full name Michacl (uhcn Sincerely. Chief Execuliv: ()mcur ul' Ill: Fuundnlion lAlL-xandtr Sluglcv/ ROSCONGRESS ro ()l'lhc Russian federaliun ahnmd SI, Inlemaliunal Economlc Forum Ih: main Innunl awn! In [he economic lift of Russia will be Tram Jun: [6 I0 June Ill 2016' Kind 25k you provide visa suppon no me 5| Econom' Forum uflicial pamcipnnl Mr/Ms rull name I-clix Sawr Pas on Managing Dun-mar Chief Execulivc ("liner of [he Poundllion /Aleunda Slugluv/ a=:VQtizon 1:109? 4361i. - <0 . if MDCNOI I will call you in 2 minutes I'm here One second and I will be down No. Atrium snack bar Coming down 80