Deutsche Bank

Deutsche Bank CONFIDENTIAL Corporate Banking & Securities Luxury Real Estate Put Option Summary of Indicative Terms and Conditions February 2016 Pagg-itrpt:ftr PeriQ)rm. Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. For Key Client Partners (KCP) or U.S Institutional Investors Only. Not for Retail Distribution. 4, Confidential - Not for Distribution EFTA01110984 Executive summary - We are pleased to present a put opportunity supported by units in a luxury high-rise residential development in Miami, Florida (the "Reference Asset"). — The Reference Asset building, designed by a prominent Pritzker Prize-winning architect, is currently under construction by a Brazilian developer (the "Borrower"). 45% of the 80+ units have been sold, and construction is expected to be completed by 2017. — DB has been asked to provide $[75] million in financing (the "Bridge Loan") to the Borrower to bridge to deposits made by purchasers of units in the Reference Asset building. The Bridge Loan will be secured by remaining unsold units (the "Collateral"). — DB is seeking an investor (the "Put Investor") to write a put option (the "Put") on the Collateral. — DB will pay the Put Investor an up-front premium — The Put will be sized upon the notional amount of the Bridge Loan Deutsche Bank Corporate Banking & Securities — Upon a Bridge Loan default, DB will foreclose upon the Collateral and put it to the Put writer in exchange for the Put's notional delivered in cash - DB wears the risk of enforcement and can only exercise the Put if it can deliver the Collateral Confidential - Not for Distribution EFTA01110985 Luxury real estate put option Summary of preliminary indicative terms and conditions 4, Form: Option Grantor: Option Grantee: Put Option: Reference Asset: Premium: Effective Date: Exercise Date: Exercise Conditions: Expiration Date: Strike Price: Administrative Costs: [Letter of Credit]: Governing Law: Put Option Agreement documented pursuant to (standard ISDA documentation] (•] (investor) Deutsche Bank AG, London Branch or one of its affiliates ("DB") On or before the Exercise Date, the Option Grantee shall have the right to require the Option Grantor to purchase the Reference Asset at the Strike Price (the "Put Option') Units in a luxury high-rise condominium building located in Miami, Florida that serve as collateral to the DB Loan Facility, to be defined L + [6 ]% per annum to be paid quarterly on the notional outstanding on the DB Loan Facility (April 1] Any date notified by the Option Grantee to the Option Grantor on which the Exercise Conditions are satisfied, for settlement 10 calendar days thereafter • Written notice from Option Grantee on the Exercise Date only • Option Grantee has been notified of a default under the DB Loan Facility and is in possession of the Reference Asset • Option Grantee has provided at least 3 Business Days notice prior to Exercise Date The earlier of [4] years or the repayment of the DB Loan Facility USD 75 million (plus any administrative costs) Any administrative or other costs incurred in connection with the Put Option will be paid by the Option Grantor on the Exercise Date (Prior to signing an agreement on the Put Option, [the Option Grantor] has to provide a letter of Credit (the "Letter of Credit") to DB] New York 3 Margining: I.) Confidential - Not for Distribution EFTA01110986 Put option process and timeline 1. Investor agrees in principle to key terms 2. DB completes due diligence on its loan +1- 1.5 weeks 3. Investor & DB go firm on commitment and terms, with penalties for breakage Deutsche Bank Corporate Banking & Securities 4. DB closes transaction & pays ir-> premium to Investor + [4] weeks 5 (a). Loan repaid — option expires Later >Y 5 (b). Loan defaults L. 6. DB enforces on loan collateral 7. DB runs auction on Collateral 8 (b). Auction fails and DB takes ownership of Collateral 9. DB puts Collateral to Investor in exchange for the Strike Price J 10. Investor now owns the Reference Asset 8 (a). Investor or other 3,d party wins auction and takes Collateral — option expires 4 Confidential - Not for Distribution EFTA01110987 Disclaimer I THE TERMS SET FORTH ABOVE ARE A SUMMARY OF THE INDICATIVE TERMS AND CONDITIONS OF A PROPOSED TRANSACTION AND DO NOT INCLUDE ALL TERMS AND CONDITIONS. ALL THE INDICATIVE TERMS AND CONDITIONS ABOVE ARE SUBJECT TO CHANGE; THEREFORE NO RELIANCE SHOULD BE PLACED ON THIS SUMMARY. This document has been prepared by Deutsche Bank for information or discussion purposes only and shall not be construed as and does not form part of an offer, nor an invitation to offer, nor a solicitation or recommendation to enter into any transaction, nor is it binding confirmation of terms. No assurance can be given that a loan or transaction on the terms described herein could, in fact, be executed, nor is the Borrower obligated to borrow. The terms and conditions described herein are summary in nature, subject to change and would be documented on the closing date in the final transaction documents. We have sent you this document in our capacity as a potential counterparty acting at arm's length. We are not acting as your financial adviser or in a fiduciary capacity in respect of the proposed transaction, including the loan or other obligations referred to herein, or any other transaction with you. No representation is made concerning the tax implications in any applicable jurisdiction of this proposed transaction involving the loan or other obligation referred to herein and we are not advising you in respect of the tax implications. Before entering into any transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction and also the tax implications of entering into this proposed transaction, including seeking tax advice in any applicable jurisdiction. 023211 022216 Deutsche Bank Corporate Banking & Securities 5 Confidential - Not for Distribution EFTA01110988