Assumptions For a Partnership Agreement with The Marmara Technology

GP DATI’s GOALS

GP Dati is seeking to obtain the following goals:

1. GP Dati to create a solid distribution of its products in the Turkish Republic and in surrounding countries under Turkish influence (Cyprus, Bulgaria, Azerbaijan, Ukraine, Georgia, Kazakhstan and Russia, etc..)

2. GP Dati to create a commercial and technical presence in the region with a competence center in Turkey to assist customers in a direct way.

3. GP Dati to develop enhanced cloud computing services ( Scrigno hosting, PMS, Channel Management, B2B and B2C, F&B, Golf Areas, Meeting Congress) to offer its products into the Turkish area.

THE MARMARA TECHNOLOGY’S GOALS

The Marmara Technology aims at the following goals:1. Acquiring a single-database enterprise information system that can satisfy all the various businesses of The Marmara

Hotels (Business, Leisure, Residence, SPA), allowing the Group to develop new properties without multiply its IT structure.

2. Disposing of a state-of –the-art fully web-based IT system, usable in mobility through a web-browser, and independent from local installation and easy to connect with other web applications.

3. Choosing as a partner a software provider who is also a direct manufacturer of applications with an industrial approach, with consolidated international strategy and a local market presence.

4. Having a partner who can develop custom applications for The Marmara Technology wherever is present5. Partnering with a provider willing to transfer its know-how to The Marmara Technology with the aim of letting The

Marmara Technology to become autonomous in the management of the applications6. Implementing a data center, engineered with a scalable, redundant and fault-tolerant approach, where hosting GP

Dati’s web-based technology.7. Gaining significant economies of scale on its IT resources (human and infrastructure) by reselling services to the

outside market and taking advantage from the commercialization of GP Dati’s technologies8. Capitalizing the acquired skills by conveying its technical support service to the local market

HOW TO CREATE A PARTNERSHIPBETWEEN GP DATI AND THE MARMARA TECHNOLOGY

1. GP Dati provides the necessary application licenses to the Marmara Hotels at special conditions, more advantageous than those offered to resellers, in order to create a primary reference Best Practice in the Turkish market.

2. GP Dati provides training services to the The Marmara Technology with the aim of transferring its know-how into the SCRIGNO platform and so make The Marmara Technology able to provide independently first level assistance service to its internal users and in future also to other customers.

3. The Marmara Technology builds its own data center capable of serving The Marmara Hotels and other clients.

4. GP Dati and The Marmara Technology customize SCRIGNO’s localizations and application manuals for the other target markets

THE MARMARA TECHNOLOGY PROJECT

The aim of the partnership is establishing a first Best Practice installation thatwould represent a significant and well-recognised reference in the Turkish Market.

These are the main mile-stones of the project:

1. April 2012: signature of the Software Supply Agreement between GP Dati and The Marmara under special conditions, not available to other GP Dati’s resellers

2. April 2012: definition of the Partnership Agreement for the reselling into the Region.3. April-May 2012: definition of a GANTT schedule of the installation project for The

Marmara Technology properties

To be defined: The relationship with Oracle for the purchase of its licences might be managed as follows:- purchase from GPHS through special conditions (Asfu / embedded)- direct purchase from Oracle Turkey (Full Licence)

SERVICES RENDERED BY THE MARMARA TECHNOLOGY

The services that will be provided by The Marmara Technology to the internal organization and to external customers, are to be divided into 5 different types:

1. System Administration services on the data center:1.1. Maintenance of the SCRIGNO applications1.2. Maintenance of the hardware infrastructure 1.3. Administration of the Oracle Data Base and Web Logic and of Operating Systems.1.4. Supervision of Internet broadband of the datacenter and support to connected clients

regarding connection and network problems

2. Application Set-up services, training and systems’ stand-by support at start-up.

3. First level help-desk services on systems and data center services.

4. First level help-desk services on SCRIGNO applications.

5. Translation of applications into Turkish language and Customization of handbooks.

THE RESELLING PARTNERSHIP

Step 1• Marmara and GP Dati constitute a new company with mixed capital for the commercial distribution in the

targeted markets.• The new trading company will sign a reseller agreement with GPHS Italy for software licences, second level

help-desk and software maintenance.• The new trading company will sign an agreement with The Marmara Technology for reselling its on-field

services and first level help-desk and hosting services.• The new trading company will market GPHS software and provide services to customers.• The new trading company will sell hosting services by acquiring them from The Marmara Technology. In this

phase the new-co operates only with a direct commercial structure (initially even only 1 salesman, other than with indirect agents and business facilitators), without taking on any fixed cost for the technical infrastructure or resources. This means that the new-co would outsource all the technical services to The Marmara Technology .

Step 2• Once a sufficient customer base has been acquired, the new company will also deploy a direct technical

structure to provide direct assistance to the customers.Possibility for GPHS to use Turkish technical resources to be used, on demand, in other markets with the same skills and methodologies.

STRUCTURE OF THE NEW-CO

BENEFITS OF THE PARTNERSHIP

• Partnership based on a common economic investment.• Maximum interest in profit and business growth.• Shorter “time to market” by leveraging on common know-

how.• Increased business efficiency thanks to The Marmara’s local

market knowledge and GP Dati’s vertical expertise.• Increased transfer of know-how between the parties.• Cost effective organization, thanks to a scalable approach

starting from a pure commercial company.• Business risk sharing.

ECONOMIC BENEFITS OF THE PARTNERSHIP

For The Marmara Technology:1. Each new customer/user in hosting implies a marginal contribution to the coverage of the costs of The Marmara Technology’s data center.2. Each day of service sold to final customers, and performed by The Marmara Technology Specialists, means a cost reduction for The Marmara Technology.3. Every contract of “help-desk" delivered to final customer means a cost reduction for The Marmara Technology.4. The new company profit will be gained by The Marmara Collection as a shareholder.

For GP Dati:1. Each SCRIGNO licence sold to the new-co, will give an industrial profit to GPHS.2. The new company profit will be gained by GPHS as a shareholder.

THE FIRST INVESTMENT OF SCRIGNO IMPLEMENTATION

Products Total Costs• Software Licences• Basic Scrigno PMS Licence• Other Scrigno Modulers

€ 73.375,00€ 25.000,00 € 48.375,00

Products Total Costs• F&B• Economato

€ 13.800,00

ANNUAL SOFTWARE SUPPORT AND MAINTENANCE SERVICE• Scrigno Second Level Support: € 18.000,00• Food and Beverage: € 5.900,00• Triton Interface : € 1.000,00 for each prop.• Ideas Interface: € 2.000,00 for each prop.• Netsis Interface: € 500,00 for each prop.• Optional – Data center monitoring by GPHS

€ 23.900,00 (Yearly 2nd Level Cost)

€ 6.000,00

INSTALLATIONS AND TRAININGS• PMS :149 Days• F&B + EKONOMATO: 37,5 days• INVESTMENT FOR NEWCO• NET TOTAL AMOUNT

€ 83.925,00€ 67.050,00€ 16.875,00€ 7.425,00€ 76.500,00

REFERENCE HOTELS CHANGED FROM FIDELIO

Londra Palace Hotel – VeniceHotel Ciprianí Grp. Orient Express – VeniceGrand Hotel Plaza – RomaHotel Emilia Bologna - BolognaGrand Hotel Trento - Trento

THANK YOU