de Raaij, Matthew

(19092903)

LETTER OF INTENT

BETWEEN

CARMON REAL ESTATE LTD.

AND

BELMOND LTD.

THIS LETTER OF INTENT, is made on this December 2 2020 by and between:

1. CARMON REAL ESTATE LTD. a company organized and existing under the laws of
Israel, whose registered office is at Tel Aviv, Israel hereby duly represented by the
managing director, hereinafter referred to as Seller;

2. BELMOND LTD. a company organized and existing under the laws of IsrealIsrael
whose registered office is at Israel, the Bahamas\ Israel hereby duly represented by
the managing director hereinafter referred to as buyer;

WHEREAS:

• Seller, through one of its companies, owns the exclusive distributorship ownership
of the premises(land and building) on which Orient express Tel Aviv operates (“the
distributorship”);

• Seller intends to sell “the distributorshipthe ownership” through a sale of shares and
the distributor ownership rights by consequence of which the entire
ownershipdistributorship will be sold as going concern;

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• Buyer is interested in buying the ownership.distributorship.

• Parties have expressed the intention to enter into negotiations concerning the
proposed sale;

• Buyer has indicated it wishes to perform a due diligence investigation of the

ownershipdistributorship prior to entering the negotiations with respect to the
intended sale and purchase transaction;

• Parties now wish to set forth in this Agreement the basic terms governing the
proposed sale by CARMON REAL ESTATE LTD or an affiliated company and
proposed purchase by BELMOND LTD. or an affiliated company of the
ownershipdistributorship.

NOW, THEREFORE, THE PARTIES HEREBY DECLARE TO AGREE THE

FOLLOWING:

Article 1 Sale and Purchase

1.1 Under the terms and conditions of this Agreement, Seller

intends to sell and transfer to Buyer and Buyers intends to purchase and
acquire the premises ownership distributorship on Tel Aviv through a sale of
shares.

Article 2 Completion

2.1 Completion of the sale and purchase of the Shares shall take
place on or before December 18th , 2020 or on such other date as the Parties
may mutually agree in writing ("Completion Date").

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Article 3 Purchase Price

3.1. On the basis of the Due Diligence Investigation of Article 4 and

within 14 day of the completion thereof, Buyer will submit to Seller an offer with
respect to the purchase price for the Shares. Seller has the right to reject this
offer or make a counter offer and it should do so within 14 days after the initial
offer is accepted.

3.2. A rejection of an offer or counter offer needs no further

justification and this agreement will then be considered terminated and parties
are released from any and all obligations they had or may have had towards
eachother.

Article 4 Due Diligence Investigation

4.1 Upon the execution of this Agreement, Seller shall allow

Buyerand/or its professional advisors to perform a due diligence investigation
in respect of the Business. Seller shall grant Buyer and its professional
advisors access to the personnel, premises, financial and corporate books and
records and assets of the Business so that Buyer may perform such due
diligence as it may deem necessary or desirable in order to independently
verify the correctness of the
valuation and other information provided by Buyer (Due Diligence
Investigation").

4.2 The Due Diligence Investigation shall commence on the date of

this Agreement and be-completed within 14 days from the commencements
thereof, unless Parties agree otherwise in writing.

Article 5 Sale and Purchase Agreement

5.1 Pursuant to the negotiations and Seller’s acceptance of the

purchase price and other conditions of sale offered by Buyer Parties shall

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prepare a Sale and Purchase Agreement that will be in accordance with this
Agreement and will work out the specific terms and conditions still to be agreed
upon by Buyer and Seller.

5.2 It is understood between parties that the corporate Head Office

of C needs to approve a sale of the distributorship, that they may impose
conditions on such sale and that they may require Buyer to sign a new
distribution agreement. In the event C refuses to approve the sale of the
distributorship, or in the event that one of the parties cannot agree with one or
more of the conditions the premises imposes, this agreement is terminated
upon giving notice and parties are released from any and all obligations they
had or may have had towards each other .
.

Article 6 Confidentiality and Public Announcements

6.1 Buyer agrees to be bounded by the terms and conditions of the

Confidentiality Agreement dated December 2, 2020

6.2 In the event this Agreement is terminated, for whatever reason,

Buyer shall immediately return to Seller or destroy, as Seller may direct, the
original versions of the Confidential Information (as defined in the
Confidentiality Agreement) and copies thereof that are in Buyer’s possession.

6.3 No Party will make any public announcements with respect to

this Agreement, the negotiations between the Parties or the transactions
contemplated hereunder without prior consent of the other Party, except as
required by applicable law.

Article 7 Exclusivity and Assignment

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7.1 No Party may assign any of its rights and obligations under this
Agreement, except with the written consent of the other Party.

7.2 Seller agrees not to negotiate with any other interested party for
the term of this agreement in consideration of which Buyer has deposited a
binder of US$ 100.000,- with the escrow account of Hapoalim groupBelmond
ltd, The binder will be returned to Buyer upon termination of this agreement.

Article 8 Notices

8.1 All notices, demands or other communication required or

permitted to be given or made hereunder shall be in writing and delivered
personally or sent by repaired registered mail or faxed to the facsimile number
set out below (or to such other addresses or facsimile numbers as any Party
may from time to time notify the others).

If to seller:

CARMON REAL ESTATE LTD.

Annslibbe@CRE.com
Tel:+ 06 45342857
Fax: +7-246-74-96241

If to Buyer:

BELMOND LTD.
jocelyn.betts@belmond.com
Tel:+
0845 077
2222

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0845 077
2222

Article 9 Miscellaneous

9.1 This Agreement may be amended or modified only by a written

document signed by each Party.

Article 10 Governing Law and Jurisdiction

10.1 This Agreement shall be governed by and construed in

accordance with the laws Israel.

10.2 Any dispute arising out of or in connection with this Letter Of

Intent shall in first instance be brought before the Court of First Instance of Tel
Aviv, Israel.

IN WITNESS WHEREOF

Parties have executed this Agreement in Amsterdam, the Netherlands December 2st
2020.

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