Other future fees to Pareto. If the Master Agreement for financial services with Pareto is terminated by the Company, the Business Manager shall be entitled to terminate the Business Management Agreement with effect from the same date. Moreover, Pareto shall, under the Master Agreement to be signed with the Company, have an exclusive right to be appointed as manager and advisor to the Company (and its Group companies) if the Company (or its Group companies) wishes to carry out any transaction. A transaction within the meaning of the Master Agreement includes (but is not limited to) any sale or other transfer (including by way of merger or de-merger) of the Shares of the Company or of any other Group company, as well as any sale or other transfer of underlying property or properties, any acquisition of other businesses, companies or properties, any construction of new properties, as well as any equity issue, refinancing, re-syndication or restructuring of the Company or any company within the Group. Pareto is entitled to an annual fee of SEK 100,000 under the Master Agreement. By Gross Portfolio Value is here meant the implicit value of all Shares of the Company as defined by the agreed purchase price for the Shares, with the addition of (i) the deduction for deferred tax, (ii) the liabilities of the group (including accrued, but unpaid, interest, fees, interest rate swap premiums, etc.), (iii) all other deductions and (iv) any outstanding payments under agreements for the follow-up of the group properties. This shall apply correspondingly to the realisation of Shares of one or more of the Company’s subsidiaries, although the calculation of commission shall only take into account the Properties and the liabilities thus spun off from the group. Upon the sale or other realisation of one or more of the Properties (including by way of merger or de-merger), the Company shall pay Pareto a commission of 1% of the aggregate Gross Portfolio Value of the properties thus realised. For the Managers services in case of an equity issue with the purpose of acquiring additional properties, the Manager shall receive a transaction fee of 2,5% of the gross portfolio value (to be read as the sum of equity and debt required to finance an acquisition). If the parties fail to reach agreement on the Gross Portfolio Value, the Company and the Manager shall each appoint a reputable appraiser and the Gross Portfolio Value shall be determined, with binding and final effect, as the average of the two appraisals. T...
