Pre-Contract Agreement

SALE/PURCHASE PRE-CONTRACT AGREEMENT

The subscribed:

The undersigned , legal entity of Romanian nationality, with the registered office in , registered at the Trade Register Office under no. , Unique Identification Number , bank account , opened at , legally represented by , Romanian citizen, with the domicile in , born on , holder of Identity Card , number , issued by , Personal Number , married, in his capacity of Promissory–Seller, and

The undersigned S.C. “” S.A., legal entity of Romanian law, with the registered office in , registered at the Trade Register Office under no. , Unique Identification Number RO , bank account , opened at , legally represented by , citizen, with the domicile in , born on , holder of Passport/Identity Card series number , issued by , Personal Number , Residence Permit no. , issued by the Romanian Authorities on , , based on the Decision of the Sole Associate / Shareholders’ General Meeting / Shareholders of S.C. no. , as Promissory–Buyer

have agreed for the conclusion of the hereby Sale/Purchase Pre-Contract Agreement as follows:

RECITALS

Considering that

The Promissory-Seller is the owner of the construction representing the residential complex consisting in collective housing units with apartments meant for residence, hereinafter called the Condominium, located in Constanta, Faleza Nord area, on a land with a surface of m², Constanta County, enlisted in the Land Register of Constanta under no. , according to the Real Estate Registration no. , issued by the Constanta Land Register Office, with the Land Register number , based on the Construction Authorization no. issued by Constanta City Hall.

The Promissory-Seller holds all the legal prerogatives to negotiate and sign the hereto Pre-Contract Agreement.

The Promissory-Seller wishes to sell, and the Promissory-Buyer wishes to buy apartment/s located within the Residential Complex.

The parties understand to come into juridical relations according to the hereto Sale/Purchase Pre-Contract Agreement.

TERMS

The Residential Complex – the Residential Complex

Pre-Contract Agreement – the hereto Sale/Purchase Pre-Contract Agreement

Apartment/s – the apartment no. and , located in the Residential Complex from Street, the garage and the indivisible quota, as they are described at item 1.1 from the hereto Pre-Contract Agreement.

Contractor/General Contractor –

The Condominium – the entire building located in the Residential Complex – BLOCKS OF FLATS from Constanta, Faleza Nord area, together with the parking lots and the corresponding indivisible quotas, as they are described at item 1.1.1.

The Sale/Purchase Contract – The Sale/Purchase Contract that is going to be concluded in based on the hereto Pre-Contract Agreement.

Promissory-Buyer –

Promissory-Seller –

Party – any of the Promissory-Seller and Promissory-Buyer

Parties – both the Promissory-Seller and the Promissory-Buyer

Bank – Alpha Bank Romania SA

Mortgage – The mortgage instated by the Promissory-Seller in favour of Alpha Bank based on the Mortgage Contract certified under no. by the Public Notary Office Florin Visan from Constanta.

ARTICLE 1. THE OBJECT OF THE PRE-CONTRACT AGREEMENT

1.1. The Promissory-Seller obliges to sell, in the conditions and terms from the hereto Pre-Contract, one/more Apartment/s whose construction is going to be finalized until the date specified in article 5.1 and that is/are a part of the Stage of the Project of the Residential Complex, as it is described in the plan and the specifications attached to the hereto Pre-Contract Agreement, as Appendix 1, one/ parking lot/s, as well as the ownership of the indivisible quotas correspondent to them, as follows:

1.1.1. The Apartment/s no. /and no. , located in Constanta, Faleza Nord area, the Residential Complex – Blocks of Flats, Street, floor, Constanta County, in total surface/s of m², of which m² built surface, and the difference of m² representing terrace;

1.1.2. The parking lot/s no. /and , correspondent to the Apartment/s, lot/s located in the underground parking of the Residential Complex, in a surface of m².

1.1.3. The ownership right over the indivisible quota/s correspondent to this/these Apartment/s, from the parts and the facilities of the Condominium and the ownership over the indivisible quota of land correspondent to the Apartment/s and the parking lot/s.

1.2. Both the surface/s of the Apartment/s, the parking lot/s and the indivisible quotas shall be exactly determined at the moment when the Residential Complex is finished, going to be included in the Sale/Purchase Contract that shall be signed between the Parties.

ARTICLE 2. THE OBJECT OF THE PRE-CONTRACT AGREEMENT

2.1. The Promissory-Seller, through its legal representative, guarantees the fact that at the date of signing the hereto Pre-Contract Agreement:

2.1.1 is a legal entity of Romanian nationality, legally constituted, in function, that is not found in any insolvency procedure or insolvability according to the Romanian legislation.

2.1.2 The Promissory-Seller holds the entire legal capacity of coming into juridical relations resulted from the hereto Pre-Contract Agreement and there is no legal impediment or by any other nature that might affect the rights and obligations herein, except for the ones mentioned at/in article 2.2.1 from the hereto Pre-Contract Agreement.

2.1.3 The Promissory-Seller is the legal owner of the Residential Complex, construction under execution where there will be located the Apartment/s that make(s) the object of the hereto Pre-Contract Agreement, on basis of the Sale/Purchase Contract for the land and the Construction Authorization.

2.1.4 The Promissory-Seller is the legal owner of the Residential Complex, construction under execution where there will be located the Apartment/s that make(s) the object of the hereto Pre-Contract Agreement.

2.1.5 The Promissory-Seller legally, exclusively and irrevocably has all the rights, empowerments, delegations and authorizations requested by the Romanian law to conclude the hereto Pre-Contract Agreement.

2.1.6 The Apartment/s described in article 1.1 does/do not make the object of any other written agreement, contract or convention with a third party, that might affect the rights of the Promissory-Buyer stipulated herein, with the exception mentioned in articles 2.2.1 and 3.1.4.

2.2 The Promissory-Seller obliges to:

2.2.1 Firmly and irrevocably, not to conclude any other agreement of this kind, not to encumber the Apartment/s described in article 1.1 with other duties or mortgages but the ones instated in favour of Alpha Bank Romania S.A., not to alienate the property right and/or any rights derived from it in any form and not to conclude any other documents that might affect the ownership over this real estate until the Sale/Purchase Contract is concluded with the Promissory-Buyer.

2.2.2 To execute all the works necessary to finalize the above described Condominium and Apartment/s in accordance with the stipulations of the applicable legislation in force and with the quality standards, the prescriptions and the technical characteristics described in Annex no. 1 to the hereto Pre-Contract Agreement.

2.2.3 To perform the following juridical operations necessary and precursory to the transfer of ownership over the Apartment/s to the Promissory-Buyer:

a) the elaboration of the land documentation for the Apartment/s and its authorization by the Constanta Land, Geodesy and Cartography Department with the acquiring of the land registration numbers;

b) the land registration at the Constanta Land and Real Estate Publicity Office of the ownership over the Apartment/s, as distinct estates within the Condominium in the Residential Complex, based on the land documentation.

2.3 The Promissory-Seller, through its legal representative, we declare and guarantee that we hold the Residential Complex, as follows:

2.3.1 The Building – by edification, according to the Construction Authorization no. from issued by Constanta City Hall, the specifications under sequences and based on the Contract for Construction Works concluded by the Promissory-Seller, as Beneficiary, with the General Contractor.

2.3.2 A property right over the Land, in a surface of m², according to the Sale/Purchase Contract certified under no. at the Public Notary Office Darie Ruxandra-Luminita, from Constanta, and to the O.C.P.I. Conclusion no. from .

2.4 The Promissory-Seller, through its legal representative, declares that it has no knowledge about any claim formulated by third parties that might affect, directly or indirectly, in present or in future, its property right over the land correspondent to the Residential Complex and implicitly over the Apartment/s. Also, the Promissory-Seller declares and guarantees the fact that it is not involved and has no knowledge about any conflict with a third party regarding its total or partial rights over the Residential Complex, the land correspondent to it and/or over the Apartment/s.

2.5 The Promissory-Seller, through its legal representative, declares that it understands to take on the entire responsibility and guarantees the Promissory-Buyer against the hidden flaws of the Apartment/s, flaws that cannot be identified at the moment when the Sale/Purchase Contract is signed and that the Promissory-Seller had no knowledge of.

2.6 The Promissory-Seller reserves the right to perform certain changes of the Residential Complex whose characteristics will not affect the plans made by the Designer.

ARTICLE 3. THE STATEMENTS AND THE GUARANTEES OF THE PROMISSORY-BUYER

3. The Promissory-Buyer, through its legal representative, declares and guarantees the fact that:

3.1.1 is a legal entity of Romanian nationality, legally constituted, in function, that is not found in any insolvency procedure or insolvability according to the Romanian legislation.

3.1.2 It holds the entire legal capacity of coming into juridical relations that occur from the hereto Pre-Contract Agreement and there is no legal impediment or by any other nature that might affect the rights and obligations that it has according to this.

3.1.3 It has acknowledged and it is satisfied by the documents made available by the Promissory-Seller, documents that certify its quality as Owner of the Residential Complex, the Condominium and the Apartment/s, the legal status, as well as the physical condition in which the Block and the Apartment/s are found at the moment of concluding the hereto Pre-Contract Agreement.

3.1.4 It acknowledged at the date of signing the hereto Pre-Contract Agreement that over the land there has been instated a first degree mortgage, along with the interdiction to alienate and encumber with duties, in favor of ALPHA BANK ROMANIA S.A., according to the Mortgage Contract certified under no. by the Public Notary Office Florin Visan from Constanta.

3.1.5 It acknowledges and it agrees that, in order to grant the credit given by ALPHA BANK ROMANIA S.A to finance the project at the date of finishing the Apartment/s and the other annexes to it, it will be instated over this a priority range mortgage along with the interdiction to alienate and encumber with duties, in favor of the bank, that shall be opposable to it and that shall have priority towards other rights of the Promissory-Buyer, occurred from the Pre-Contract Agreement, the Contract and from the law, until the Promissory-Seller pays the total price owed based on these, individually, for each apartment.

3.1.6 It has acknowledged and it is satisfied by the Construction Authorization no. from issued by Constanta City Hall, attached to the hereto Pre-Contract Agreement as Appendix 2.

3.1.7 The Promissory-Buyer, through its legal representative, declares that it has visited the location of the Residential Complex, it has examined the land, the surroundings and the access to land, it has examined the plans, the sketches of the Residential Complex and of the Apartment/s, including the construction’s plan, as well as all the other details significant for it and it has found them adequate to its requests from all points of view, without any exception.

3.1.8 Through the hereto Pre-Contract Agreement it is specified, clarified and agreed that the Promissory-Seller shall have the right to execute the Residential Complex in a period that shall be commonly agreed by the Parties and according to the construction conditions. Through the hereto Pre-Contract Agreement, the Parties agree that the delivery of the ownership over the Apartment/s to the Promissory-Buyer does not mean the completion of the works at the Residential Complex.

3.1.9 Through the hereto Pre-Contract Agreement it is specified that the Promissory-Seller shall have the right to transfer the property and the possession of the Apartment/s to the Promissory-Buyer, even if various aspects regarding the arrangement of space around the Apartment/s and the finishing of the access path to the Condominium or in the limit of the land or the works afferent to the parking space, or the project, or other works necessary for the common spaces have not been yet finalized, on the condition that the ones above mentioned not to impede, in any way, the use and the access to the Apartment/s.

3.1.10 The Promissory-Buyer commits that further to attaining the ownership, to support the costs for the maintenance works for the installations and the systems that serve the Apartment/s and the common spaces within the Condominium, proportionally to the indivisible quota correspondent to the Apartment/s stipulated in article 1.1.3 and article 1.1.4, and to strictly follow the operation and maintenance instructions given by their suppliers.

3.1.11 The Promissory-Buyer obliges that once with the signing of the Contract, also to sign the documents regarding the common rules within the Residential Complex, acknowledging and agreeing that the Promissory-Seller, as founder of the residential project, has the right to bring reasonable modifications to the common rules, modifications that shall be notified to the Promissory-Buyer, becoming mandatory in the moment that the notification is received.

3.1.12 The Promissory-Buyer obliges to enlist in the Owners’ Association and to agree for its establishment.

3.1.13 It is declared and expressly agreed through the hereto Pre-Contract Agreement, that the Promissory-Seller shall not be responsible for any kind of prejudices caused to the Residential Complex and/or the common spaces as effect of an action or inaction of the Promissory-Buyer, or as a consequence of incorrect operation and maintenance of the installations and accessories of the Apartment/s and/or common spaces by the Promissory-Buyer.

3.1.14 If the Promissory-Seller shall present to the Condominium’s provisory Owners’ Committee or to the provisory representatives and to the Residential Complex a confirmation from a competent Authority or from the Engineer or the Designer, as well as the installations and the common parts of the Residential Complex have been inspected and considered adequate, the existence and the remission of a copy of the relevant document of confirmation shall be considered by the Parties as the document of handing-over the possession of the installations and all other common parts from the Condominium or from the Residential Complex finalized at that moment.

ARTICLE 4. THE PRICE

4.1. The total and final price of this/these Apartment/s and parking lot/s is the equivalent in RON at the BNR exchange rate of the amount of EURO ().

4.1.1 The Apartment no. -

4.1.2 The Apartment no. -

4.1.3 Parking lot no. -

4.1.4 Parking lot no. -

4.2. The payment is exclusively done through bank transfer in the account of the Promissory-Seller no. , opened at ALPHA BANK ROMANIA S.A.

4.3. At the moment of signing the hereto Pre-Contract Agreement, the Promissory-Seller shall receive from the Promissory-Buyer a prepayment representing the equivalent in RON of the amount of , at the BNR exchange rate from the date of signing and certifying the hereto Pre-Contract Agreement.

4.4. The price difference in the amount of shall be paid as follows:

The amount of , the equivalent in RON at the BNR exchange rate from the date of

The amount of , the equivalent in RON at the BNR exchange rate from the date of

The amount of , the equivalent in RON at the BNR exchange rate from the date of

The amount of shall be paid in lei at the EUR/RON exchange rate of BNR at the date of signing the Sale/Purchase Contract.

ARTICLE 5. TERMS

5.1. In accordance with the article 6 of the hereto Pre-Contract Agreement, the Promissory-Seller obliges to finalize and sell the Apartment/s to the Promissory-Buyer until latest .

5.2. If the stipulations of article 5.1 are not observed, the Promissory-Seller owes to the Promissory-Buyer indemnities starting with the first delay day calculated from the run-off of the Grace Period stipulated in article 5.3, as they mentioned in article 8.1.5 below.

5.3. In the conditions that the Promissory-Buyer respects its own obligations, the Promissory-Seller, however, has the right to extend the Apartment/s’ finalizing term with a period of 90 days, and the term to transfer the ownership and to conclude the contract on the same period (herein called “the grace period”) without the consent of the Promissory-Buyer and without paying any indemnity.

5.4. Moreover, the finalization term and respectively the selling term, shall be extended with the number of days that the Promissory-Buyer delays the payments and the ones that, due to force majeure cases, contingency or adverse weather conditions, or by other causes foreseen by law, the works are ceased or it is impossible the works’ execution at the safety standards and assumed quality or stipulated by law during the period when these situations persist.

5.5. The Parties expressly agree on the fact that the terms foreseen at items 5.4 and 5.5 are constituted in favour of the Promiser-Seller.

ARTICLE 6. THE TERMS

6.1. In a period of 10 days since the date of the Written Report of Reception drawn up at the finishing of the works to the Apartment/s, the Promissory-Seller shall notify the Promissory-Buyer for the reception of the Apartment/s and the elaboration of the Written Report of Checking and for the signing of the Sale/Purchase Contract.

6.2. If at the Apartment/s’ reception, the Promissory-Buyer ascertains the observance of the technical construction and qualitative parameters, the Final Written Report of Handing-over and Taking-over is elaborated and signed by the Parties.

6.3. The Written Report mentioned in item 6.2 shall constitute integrant part of the Sale/Purchase Contract that shall be signed between the Parties.

6.4. If at the Apartment/s’ reception the Promissory-Buyer ascertains that the technical construction and qualitative parameters have not been observed, these deficiencies shall be recorded in the Written Report of Checking.

ARTICLE 7. ADDITIONAL WORKS

7.1. If the Promissory-Buyer wishes to execute additional works in the Apartment/s, that is works not included in specifications, as they are foreseen in Appendix 1 to the hereto Pre-Contract Agreement, previous to the signing of the Sale/Purchase Contract, the Promissory-Buyer will request this to the Promissory-Seller, in a period of maximum 60 (sixty) days from the day of signing the hereto Pre-Contract Agreement.

7.2. Through the hereto Pre-Contract Agreement it is agreed that the price of the additional works shall be established in accordance with the Promissory-Seller’s prices list or the one of the Contractor assigned by it for additions and namely modifications, by case.

7.3. In the absence of signing a contract for the execution of additional works, the Promissory-Seller and the General Contractor are not obliged to execute additional works.

7.4. If the Promissory-Buyer provides on its own expense accessories to be installed in the Apartment/s, the Promissory-Seller shall not be responsible for such accessories or installations.

7.5. The Promissory-Buyer declares that it shall permit the Promissory-Seller to maintain, on the land, Condominium and within the Residential Complex, installations and systems including water tanks, air-conditioning compressors, sewage and drainage pipes, communications lines, antennas, and similar accessories.

7.6. The Promissory-Buyer shall permit the Promissory-Seller and/or its representatives the access to the land and to the Residential Complex in order to execute maintenance and repair works.

ARTICLE 8. THE PARTIES’ OBLIGATIONS AND COMMITMENTS

8.1. The Promissory-Seller’s obligations and commitments

8.1.1. The Promissory-Seller obliges to conclude and to sign the Sale/Purchase Contract regarding the Apartment/s until the date of . This term may be modified according to article 5.2.

8.1.2. The Promissory-Seller obliges that until the conclusion of the Sale/Purchase contract, the mortgage and the interdiction to remise instates in favor of Alpha Bank Romania S.A. to be erased by the Bank.

8.1.3. If the Promissory-Buyer does not perform any payments, the hereto Pre-Contract Agreement is rightfully ceased and the Promissory-Seller retains the amount paid until that moment.

8.1.4. The Promissory-Seller obliges to transfer the possession over the Apartment/s to the Promissory-Buyer at the moment when the Sale/Purchase Contract is signed.

8.1.5. If the Promissory-Seller does not sell the Apartment/s at the term stipulated, it pays a penalty of 0.05% per day of delay.

8.1.6. In case that, in a period of 60 days since the date stipulated at article 8.1.1, the Sale/Purchase Contract is not concluded due to the Promissory-Seller’s exclusive fault, the hereto Pre-Contract Agreement is cancelled and the prepayment is returned.

8.2. The Promissory-Buyer’s obligations and commitments

8.2.1. The Promissory-Buyer obliges to pay the price according to article 4 by bank transfer in the Promissory-Seller’ bank account indicated in article 4.2.

8.2.2. If the Promissory-Buyer delays to execute any of the payments indicated in article 4, the Promissory-Buyer shall be obliged to pay a penalty of 0.05% per day of delay.

8.2.3. If the Promissory-Buyer does not perform the agreed payment or does not attend the conclusion of the Sale/Purchase Contract, the Promissory-Seller shall retain the amount paid until that moment as prepayment.

8.2.4. The Promissory-Buyer obliges to conclude and to sign the Sale/Purchase Contract regarding the Apartment/s until the end of .

ARTICLE 9. OTHER CLAUSES

9.1. The Promissory-Buyer cannot give over or transfer in any manner the hereto Pre-Contract Agreement, completely or partially, without the Promissory-Seller‘s written and express consent.

9.2. The Promissory-Buyer has the right to address to Court for the pronouncement of a judicial decision that would replace the Sale/Purchase Contract with the complete payment of the price established through the hereto Pre-Contract Agreement.

9.3. If one of the Parties shall come in dissolution or liquidation, the present agreement shall create effects for their legal successors.

9.4. In order to be valid, any notifications, letters or announcements between Parties shall be transmitted by registered mail with received receipt or by fax, at the following addresses:

9.4.1. For the Promissory-Seller:

9.4.2. For the Promissory-Buyer:

9.5. If any of the Parties does not exercise one of its rights according to the hereto Pre-Contract Agreement or to the law, it will not be considered that the Party has given up to that right.

9.6. None of the stipulations of the hereto Pre-Contract Agreement shall grant rights to third parties.

9.7. If a clause herein is declared non-applicable or null, no matter the reason, this fact shall not prejudice the rest of the stipulations of the hereto Pre-Contract Agreement.

9.8. The Promissory-Buyer cannot transfer the hereto Pre-Contract Agreement without the Promissory-Seller‘s previous and written consent.

9.9. Until the date of signing the Sale/Purchase Contract for the Apartment/s, the Parties shall conclude and sign also the Management and Estate Administration Contract and the Co-Ownership Regulations.

9.10. The hereto Sale/Purchase Pre-Contract Agreement is not property transferor.

9.11. The Appendix to the hereto Pre-Contract Agreement are integrant part of it, namely:

Appendix 1: Specifications and plans

Appendix 2: The Construction Authorization

9.12. All and any expenses occurred from the conclusion of the hereto Pre-Contract Agreement are charged to the Promissory-Buyer.

ARTICLE 10. THE APPLICABLE LAW AND LITIGATIONS

10.1 The hereto Pre-Contract Agreement is entirely governed and is to be interpreted in accordance with the Romanian legislation.

10.2 The Parties agree to try to amicably solve any dispute or misunderstanding resulting from and/or related to the hereto Pre-Contract Agreement.

ARTICLE 11. FINAL PROVISIONS

11.1 The hereto Pre-Contract Agrrement’s provisions are completed with the stipulations of article 1294 and further, from the Civil Code regarding the sale’s regime.

11.2 We, the Parties, declare that we have fully understood the content of the hereto Sale/Purchase Pre-Contract Agreement and that those comprised in this document completely express our will.

The hereto Sale/Purchase Pre-Contract Agreement was certified by and it was signed today, , in 7 true copies, at the headquarters of Public Notary Office , 5 copies being handed to the Parties.