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Subscription Agreement Greek

With the subscription agreement with Emma Alpha, the company secures the entire subscription of the capital increase and thus creates a capital guarantee with regard to the acquisition. In particular, the subscription agreement obliges Emma Alpha to subscribe shares of up to 50 million euros that are not subscribed by the company`s shareholders in the issuance of preferential rights, the board of directors of the company having absolute discretion as to the number, if any, of the shares to be subscribed to Emma Alpha. The company is required to pay Emma Alpha a 4.5% commission on the amount of 50 million euros, whether Emma Alpha is subscribed or not. Depending on the percentage of rights exercised, Emma Alpha`s stake in the company will be between 0% and 17.3%. There are no special provisions for companies considered dual residences in Greece. Unless such a tax treaty provides for a procedure to solve the problem, the Greek tax authorities would tax the global income of the unit established in Germany in Greece and grant, under certain restrictions, a tax credit for foreign taxes paid abroad. The issues can be resolved by the mutual agreement procedure, as stipulated in a tax treaty, and by the procedure incorporated in Greek legislation. When the transfer of assets is considered a transfer of a business, stamp duty is levied at 2.4% on the higher net inventory value of the business and on the sale price (excluding vat). The cost of stamp duty can be borne either by the seller or by the buyer, depending on the agreement between the contracting parties. In the absence of such an agreement, stamp duty is borne by the buyer. Underwriting agreement with Emma Alpha guarantees the proposed capital increase The purchase price of the sale of individual assets is considered the price set in the sales contract (provided the nature of the transactions is not called into question; is not considered an operating transfer). The agreed transfer value of the assets should be on the length of the arm.

In the case of real estate, “capital gain” is defined as the difference between the purchase price and the inflation-adjusted selling price. The acquisition price is considered the value indicated or paid in the transfer contract. If no value is indicated, the purchase price is the value on which the property transfer tax was determined at the time of the acquisition. If the value cannot be determined, it is zero. The sale price is always the price indicated on the transfer contract at the time of the transfer.