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From: Dimitris Sophocleous <d.sophocleous@bluemarineholding.com<mailto:d.sophocleous@bluemarineholding.com>>
Date: June 25, 2017 at 6:41:32 PM EDT
To: "jbiden@lionhallgp.com<mailto:jbiden@lionhallgp.com>" <jbiden@lionhallgp.com<mailto:jbiden@lionhallgp.com>>
Subject: Basic terms of engagement

Dear Jim,

I was travelling all day today. So this message will arrive to you probably a little later that I have promised you yesterday. I will also forward it to Gabriel as well.


A) We have to clarify that the projects that this message is referring to, are 5 projects in Ghana, 6 projects in Nigeria and 4 projects in Tanzania which will analytically discuss and agree with you. The projects are in the Area of Real Estate, IT integrated solutions, Energy, Agriculture and Water solutions. These are projects that will represent just the start of our efforts.

B) It is clear to us that the below proposed partnership in terms of persons involves Bluemarine Group ( Dimitris and Gabriel ) and from your side yourself and H. Nobody else.

C) This proposed partnership under no circumstances affects or alters the efforts or potential agreement on other discussions/deals that involve other parts of our group.
After a long discussion with Gabriel I present to you our proposal that could be accepted by us in regards to our potential partnership.


1) Engaging and actively involving your wife into the common projects, is completely acceptable by us. In fact we are looking forward to meet with her as well.

2) Our group is willing to be paying for your travelling and accommodation that relates strictly to our agreed projects. The plane tickets that myself and Gabriel are paying for are Business class NOT First class as you have indicated in our between us phone conversation. The hotel accommodation is involving executive rooms.

3) Success Fees: A 25% participation of you into the projects is on the high side, but is acceptable to us. The participation can be in the form of equity participation in a brand new company of a commonly acceptable jurisdiction or it can be a contract that specifies the projects and with clear and open accountability you will be receiving 25% of the net profits that derive from the implementation and execution of the specific projects.

4) Retainer fees: This request represents a challenge for us and cannot be accepted. Our operations in these 3 countries are utilizing a lot of cash for administrative purposes, which is quite scarce these days. Please keep in mind that quite a few of our projects, especially those that are in the IT field, once contracted will start releasing profits from as early as 6 months. So if our common efforts will be successful in fast contracting the projects, then the reward will come VERY soon after.

I sincerely hope that you understand and accept the above terms as this is our position and cannot be negotiated. If yes, then we would be happy to meet in London and further discuss complete details of our partnership. Otherwise, anyway you are always welcome to Romania, Monaco and Greece as we have extensively discussed in Bucharest.

Yours sincerely and warm regards,
Dimitri