MEMORANDUM OF UNDERSTANDING

FOR THE DELIVERY OF SWIFT MT103 ONE WAY (CASH BACKED)

AMOUNT : 100 M EURO

BIMB/100M/18092014 BETWEEN

MT103 (ONE WAY CASH-BACKED) ISSUER COMPANY DETAILS

COMPANY NAME Ballford Sales LLP

ADDRESS 75 DARKES LANE, SUITE B, 2ND FLOOR, POTTERS BR, HERTFORDSHIRE, ENGLAND

COUNTRY ENGLAND

REPRESENTED BY Alla Grinberg

TITLE CEO

PASSPORT NUMBER 06462986

ISSUED PLACE & DATE 02.02.2010. DATE OF EXPIRY 01.02.2020.

MT103 (ONE WAY) NOMINATED ISSUING BANK COORDINATES:

Bank name: PJSC UNIKOMBANK

Bank address: UKRAINE, 83048, DONETSK CITY, CHELYUSKINSEV STR. 202A

Account name: AMADEUS DREAMS ENTERTAINMENT EU s.r.o.

Account number: 260080946

SWIFT CODE: PERAUA2XXXX

Bank Officer: YURII KATRAN

Bank Telephone: +38 (093)508-52-45

AND

MT103 –ONE WAY (CASH-BACKED) RECEIVER’S COMPANY DETAILS COMPANY NAME MAJU SELANGOR DEVELOPMENT (M) BERHAD ADDRESS TSB COMMERCIAL CENTRE SUNGAI BULUH

COUNTRY MALAYSIA

REPRESENTED BY SIR DR IR FEROZ

TITLE DIRECTOR

PASSPORT NUMBER A25895236 ISSUED PLACE &DATE JOHORE BHARU, DATE OF EXPIRY 23 June 2017 MT103 NOMINATED RECEIVING BANK COORDINATES:

Bank name: : BANK ISLAM MALAYSIA BERHAD

Bank address: : TSB COMMERCIAL CENTRE,SUNGAI BULUH,SHAH ALAM,MALAYSIA

Account name:

ACCOUNT NUMBER

:

: MAJU SELANGOR DEVELOPMENT (M) BERHAD 12289010003439

SWIFT CODE: : BIMBMYKLXXX

Bank Officer: : HAMZAH JOHARI/AZUAN AMIN/KAMIL HADI Bank Telephone: : +60327267873/+60320887917/+60327267867

Bank Fax : +60327267816

Bank Officer Email: : hamzah@bankislam.com.my/azuan@bankislam.com.my/kamilhadi@bankislam.com.my

WHEREAS: The Receiver desires to receive a SWIFT MT103 instrument from THE PROVIDER to

enter into Joint Venture Agreement for worldwide projects. THE RECEIVER confirms with full corporate and legal responsibility to accept the SWIFT MT103 to be sent to his nominated bank

account by THE PROVIDER, and confirms further that funds are available to fulfill the payment

requirements for the requested MT103 instrument.

WHEREAS: THE PROVIDER desires to transmit via swift the aforementioned MT103 instrument to

THE RECEIVER. THE PROVIDER represents and warrants that it has the ability and resources to arrange with full corporate responsibility, the financial instrument, in the term of assignments to be

agreed upon by the PROVIDER and the RECEIVER as will be stipulated in the Joint-Venture Agreement. THE PROVIDER hereby declares under penalty of perjury that the SWIFT MT103 (ONE

WAY) will be backed by funds that are good, clean, clear, and free of non-criminal origin, the SWIFT

MT103 will be free and clear of all liens, encumbrances and third party interest. The SWIFT MT103 (ONE WAY) instrument is for credit enhancement only, cash backed.

DESCRIPTION OF INSTRUMENT(S):

1. Instrument: SWIFT MT103 (One Way )

2. Total Face Value: EUR 100,000,000.00 (ONE HUNDRED EUROS)

3. Issuing Bank: PJSC UNIKOMBANK

4. TOTAL PAY-OUT 25% OF THE TOTAL VALUE with distribution shares:

5. Sharing Ratio: 20% OF FACE VALUE TO THE PROVIDER/SENDER (inclusive of the facilitator/s fees) 5% of FACE VALUE TO RECEIVER (inclusive of the facilitator/s fees)

6. Delivery: SWIFT MT103 (ONE WAY) Cash Backed

7. Payment: SWIFT MT103 ONE WAY OR WIRE TRANSFER (SWIFT payment is

payment preference)

8. Duration of Payment: PAYMENT WITHIN 72 BUSINESS HOURS UPON SUCCESFUL

RECEIPT, CONFIRMATION, OF THE SWIFT MT103 –ONE WAY

PROCEDURES:

1. Buyer submits Letter Of Intent (LOI) with full banking), Color copy of Passport.

2. After conducting due diligence, the Seller will countersign the LOI and return it to Buyer and Seller’s Passport copy. This LOI automatically becomes a full commercial recourse

contract. Both parties shall lodge the executed contract with their respective Banks.

3. Within two (2) banking days, the Buyer’s Bank shall send RMA SWIFT MT999 to the Seller’s Bank. (EXHIBIT A) .

4. Within the same banking day, the Bank Seller answer the Bank Buyer’s.

5. Within three (2) banking days, Seller’s Issuing Bank shall send the SWIFT MT103 to the Buyer’s Bank (EXHIBIT C) and a courtesy copy shall be sent to the Buyer. The Buyer’s bank verifies

and authenticate the SWIFT MT103.

6. Within 72 business hours, after obtaining of the SWIFT MT103, the Buyer shall send

payment to the Seller via SWIFT MT103.

NON-SOLICITATION

THE RECEIVER hereby confirms and declares that THE PROVIDER, its associates or representatives

or any person or persons on its behalf has/have never been solicited by any party, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for

this transaction or for future transactions.

Any delay in or failure of performance by either party of their respective obligations under this

agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such delays or failures in performance are not caused by events or circumstance

beyond the control of such party.

The term “Beyond the Control of Such Party “Include Act of War, Rebellion, Fire, Flood, Earthquake

or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.

ARBITRATION: All disputes and questions whatsoever which arises between the parties to this agreement and

touching on this agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way relating to this agreement shall be settled by the

arbitration in accordance with the arbitration laws of the ICC.

This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or

oral. Neither of the parties may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance

with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the other in order to enforce any of the terms of this agreement the prevailing party

shall be entitled to recover reasonably attorney fees and costs.

SIGNED BY:

Name / Title: Mrs. Alla Grinberg , CEO Company: AMADEUS DREAMS ENTERTAINMENT EU s.r.o.

SIGNED BY:

Name / Title: SIR DR IR FEROZ

APPROVED TEXT OF SWIFT MT103 ONE-WAY --------------------------- Message Header -------------------

Swift Input : FIN 998 Proprietary Message

Sender :PERAUA2XXXX

PJSC UNICOMBANK

DONETSK UA

Receiver :

BANK ADDRESS:

SWIFT CODE:

--------------------------- Message Text ---------------------

20: Transaction Reference Number

xxxxxxxxxxxxxx

12: Sub-Message Type

103

77E: Proprietary Message

QUOTE

Swift Input FIN 103

23B:CRED

32A:091214EURO100.000.000,00

50K:/260080946

AMADEUS DREAMS ENTERTAINMENT EU s.r.o.

52A:PERAUA2XXXX

PJSC UNICOMBANK

57A:XXXXXXX

59:/XXXXXXXXX

XXXXXXXXXXXXXX

70:PAYMENT ACCRD XXXXXXXXXXXXXXXXXXXFOR INVESTMENT

71A:OUR

FROM:

TRANSACTION CODE: AND/NLIL100M 28082014

ISSUING BANK: PJSC UNICOMBANK

BANK ADDRESS: UKRAINE, DONETSK CITY

CURRENCY: EUROS

PRINCIPAL AMOUNT: €100.000.000,00 (ONE HUNDRED

MILLION EUROS

ORDERING CUSTOMER: AMADEUS DREAMS ENTERTAINMENT EU s.r.o. ACCOUNT NUMBER: 260080946

TO:

BANK NAME: BANK ISLAM MALAYSIA BERHAD

BANK ADDRESS: TSB COMMERCIAL CENTRE,SUNGAI BULUH,SHAH ALAM,MALAYSIA

ACCOUNT NAME: MAJU SELANGOR DEVELOPMENT (M) BERHAD

ACCOUNT NUMBER: 12289010003439

SWIFT CODE: BIMBMYKLXXX

WE,PJSC UNICOMBANK, LOCATED AT UKRAINE, DONETSK CITY, WITHFULL

BANKING RESPONSILBILTY HEREBY PRESENT OUR IRREVOCABLE,

TRANSFERABLE,AND CALLABLE CASH BACKED STANDING SWIFT WIRE MT103

TRANSFER IN FAVOUR OF XXXXXXXX. WITH ACCOUNT NUMBER XXXXX,CASH FUNDS

AMOUNTING TO AND VALUED AT €100,000,000.00 (ONE HUNDRED MILLION

EUROS) IN THE LAWFUL CURRENCY OF EUROPEN UNION.

WE HEREBY CONFIRM THAT THESE FUNDS TO THE BEST OF OUR KNOWLEDGE

ARE CLEAN,CLEAR FREE OF ANY LEVY LIENS OR ENCUMBRANCE AND THE RULE

OF FULL DISCLOSURE HAS BEEN ESTABLISHED THAT SUCH FUNDS WERE

LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS ACTIVITIES. THIS

UNCONDITIONAL, IRREVOCABLE, TRANSFERABLE ANDCALLABLE MT 103/SWIFT

WIRE TRANSFER IS BINDING FULLY PERFORMED DUE BILL AND IMMEDIATELY

CALLABLE FOR CASH PAYMENT. WE CONFIRM THAT PAYMENT SHOULD BE

RELEASED.

THIS UNCONDITIONAL, IRREVOCABLE, TRANSFERABLE AND CALLABLE MT

103/SWIFT WIRE TRANSFER IS VALID FOR THREE MONTH OF RECEIPT, NO

CONFIRMATION SHALL FOLLOW.

THIS IS AN OPERATIVE INSTRUMENT FOR AND ON BEHALF OF PJSC

UNICOMBANK SUBJECT TO THE INTERNATIONAL REMITTANCE REGULATION TO

EXTERNAL BANK ACCOUNT PAYMENT.

PLEASE ADVICE THE BENEFICIARY OF FUNDS TRANSFER IN THE AMOUNT OF

ONE HUNDRED MILLION EUROS (€100,000,000.00) FOR INVESTMENT, NO

FURTHER CONFIRMATION WILL FOLLOW.

FOR AND ON BEHALF OF PJSC UNICOMBANK:

MR. RADKEVYCH ANDRII

ID CODE: RA-089

MR. KATRAN IURII

ID CODE: KI-090

UNQUOTE

PASSPORT PARTY 1

PASSPORT PARTY 1