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JOINT VENTURE AGREEMENT
This Joint Venture Agreement ("Agreement") is made and entered into as of this 18 th day of August, 2011 by and between “Pelion Exclusive” an individual enterprise of Mr. Eleftherios Kontos, ("Pelion Exclusive") and Prime Estates and Developments, Inc. ("Prime") with reference to the following facts:
A. Pelion Exclusive has extensive experience in the business of acquiring, financing, managing and selling residential and commercial real estate properties for third parties. The manager of Pelion Exclusive is Mr. Eleftherios Kontos.
B. Prime is a public company (PMLT) and intends to be in several businesses including developing, acquiring and operating residential and commercial real estate.
C. Pelion Exclusive and Prime desire to enter into an arrangement whereby Pelion Exclusive will advice and offer its specialized real estate know how in various locations that has extensive experience including the area of the Pelion Mountain in Greece. Pelion Exclusive will offer consulting services to Prime concerning the merger, acquisition, financing, development, operation, and the resale of real estate projects that will introduce to Prime.
Therefore, in consideration of the foregoing premises and other good and valuable consideration receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Services to be Provided by Pelion Exclusive . Pelion Exclusive will actively seek and propose investment opportunities especially in the area of distressed residential and commercial real estate properties for merger and/or acquisition. Pelion Exclusive may also assist Prime in the financing and development of real estate projects. It may also perform property management, asset management and propose possible buyers for the ultimate disposition of the properties. All property mergers and acquisitions, as well as project management, shall be subject to the approval of Prime. Pelion Exclusive hereby agrees that it will cause Mr. Kontos and other key Pelion Exclusive associates to spend a majority of their time on the business of this joint venture. Pelion Exclusive and its associates will do the work they deem necessary to do in order