May 31, 2011 AGREEMENT On Sale and Purchase of Immovable Property Between (1) Non-entrepreneurial (Non-commercial) Legal Entity - Tbilisi Development Fund -and- (2) IRAO MAGNAT Gudiashvili LLCThis Agreement on Sale and Purchase of Immovable Property (hereinafter the “Agreement”) is made and entered into on this May 31, 2011, in Tbilisi (the “Execution Date”) and enters into effect as of the Effective Date (as defined below) by and between the following parties: 1, Non-entrepreneurial (Non-commercial) Legal Entity - Tbilisi Development Fund, with identification code 404384974, having it legal address at 65 D. Agmashenebeli Street, Old Tbilisi Region, Georgia represented by its chairman Mr. Giorgi Sabanadze (hereinafter the “Seller ”); And 2. IRAO MAGNAT Gudiashvili LLC, a limited liability company organized and existing under the laws of Georgia, with identification code 404893558, having its legal address at 15/5 Paliashvili Street, Vake-saburtalo Region, Tbilisi, Georgia, represented by Ms. Sophio Natroshvili (hereinafter the “Purchaser”). Hereinafter the Seller and the Purchaser shall be referred to jointly as the “Parties”, and separately as a “Party”. Attachments and annexes form integral part hereof. PREAMBLE ‘Whereas, as of the Execution Date the Seller owns certain immovable property described in Annex A hereto(hereinafter the “Present Property”); ‘Whereas, the Seller undertakes to acquire by the Effective Date (as defined below) from certain Private Owners (as defined below), the Self-governing Unit of the Tbilisi City and the State of Georgia, certain Additional Immovable Property (as defined below) described in Annex D hereto (hereinafter the “Future Property” and together with the “Present Property” the “Property”); and Whereas, the Seller wishes to sell the Property to the Purchaser and the Purchaser wishes to purchase the Property from the Seller subject to the terms and conditions of this Agreement. Now, therefore, the Parties agree as follows: 1, SUBJECT OF THE AGREEMENT 1.1, The subject of this Agreement shall be a sale of the Property owned by the Seller to the Purchaser. 1.2. The Seller hereby agrees to sell the Property to the Purchaser and the Purchaser hereby agrees to purchase the Property from the Seller subject to the terms and13: conditions of this Agreement. This Agreement shall enter into force and become legally binding on the Parties subject to and as of the date of (hereinafter the “Effective Date”) fulfillment of all of the following conditions precedent (hereinafter the “Conditions Precedent”): 1.3.1. the agreements (hereinafter the “Settlement Agreements”) with all the owners other than the Self-governing Unit of the Tbilisi City and the State of Georgia (hereinafter the “Private Owners”) of the properties described in Annex B hereto (hereinafter the “Additional Immovable Property”) in respect of the unconditional sale and vacation of all of such Additional Immovable Property are executed within 3 (three) months from the Execution Date and are in full force and effect as follows: 1.3.1.1, The Additional Immovable Property is fully vacated by all the respective owners by no later than December 31, 2011 so that commencement of the Works is not delayed in any manner; 1.3.1.2. The Additional Immovable Property is free from any mortgages, servitudes, usuftucts, third party rights and encumbrances of any kind whatsoever; 1.3.1.3. the Settlement Agreements as executed with the Private Owners do not contemplate purchase by the Purchaser of more than total of 600 square meters of the Additional Immovable Property described in Annex E hereto; 1.3.1.4. the Seller has entered into the Settlement Agreements in respect of all of the Additional Immovable Properties other than those contemplated under Annex E hereto at its sole expense. 1.3.2. the red lines of the Property with cadastral code 01.18.03.041.010 are or will be corrected and registered in the relevant registry in accordance with the laws of Georgia according to Annex H hereto; and 1.3.3. the title of ownership to the respective parts of the Additional Immovable Properties with the cadastral code 01.18,03.050.010 as well as any other Additional Immovable Property referred to in paragraph 23 of Annex B and paragraph 12 of Annex D hereto, if any, whether registered or not and as of the Execution Date owned by the Tbilisi Self-governing Unit and the State of Georgia is identified and acquired by the Seller within 3 months from the Execution Date so that the aforementioned Additional Immovable Properties are fully owned by the Seller for the purposes of transfer thereof to the Purchaser in accordance with this Agreement; 1.3.4. The Property is free from any mortgages, servitudes, usuftucts, third party rights and encumbrances of any kind whatsoever; 1.3.5. The consent of the Self-governing Unit of the Tbilisi City has been obtained by 3