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