Real Estate & Foreign Investments DEPARTMENT LAW FIRM Real Estate & Foreign Investments DEPARTMENT

LEGAL AND FISCAL ASSISTANCE SERVICES Ruscio & P. - Law Firm - Real Estate & Foreign Investments Department, (hereinafter "The Firm"), coordinated by the Partner Mr. Lucio Ruscio, can provide to give legal and fiscal consulting services in Real Estate & Foreign Investments trading for either Italian or foreign (UE or Extra UE) investors by providing legal and fiscal assistance related to a wide range of activities, including: purchase, sale, exploitation and development of real estate assets; purchase / sale of real estate Companies; investments in investment Funds; structuring deals with sophisticated tax-driven and corporate schemes; whenever appropriate assistance in the purchase/sale of shares and/or businesses, starting from the preliminary stage of negotiations to actual completion; shareholder agreements, thereupon providing ordinary most complex governance solutions and/or other shareholders’ understandings and contractual engagements; acquisition, finance agreements and creation of security packages and collaterals leveraged and management buy-outs legal and tax due diligence.

LEGAL AND FISCAL ASSISTANCE SERVICES All the activities developed by The Firm, mainly, consist of: legal and fiscal assistance for the client during all the investment / divestiture phases related to many assets. During the negotiation stages The Firm will provide to drafting/writing of settlement agreements; Data Room organisation, Due Diligence developement, pre-contractual drafting and analisys and all kind of preparatory activities settled to the conclusion of contract agreements, including finding and/or providing all the documents which may be necessary to get to an agreement; analysis of legal and fiscal profiles related to transactions; identification of the most suitable legal/corporate instruments to optimize fiscal effects of transactions; all the Due Diligence activityes, both legal and fiscal, aimed even for indentify various critical profiles (of technical/legal, contractual, corporate, administrative, fiscal matter) related to acquisitions or divestitures; negotiation and drafting of sale contracts and of all the possibly related contracts.

LEGAL AND FISCAL ASSISTANCE ACTIVITIES Mainly referring to asset sale of such great relevance as the one submitted, The Firm’s activity would be partitioned in FOUR SPECIFIC PHASES FIRST PHASE Study and Analysis of all the documents concerning the investment. In that phase The Firm will perform a legal and administrative close examination of the assets of the investment at the end of that phase, the activity will end with a Data Room developement with all the documentation related. SECOND PHASE Strategic analysis of all the transaction and identification of the legal/corporate most suitable instruments/schemes for optimizing the fiscal impacts of the entire operation. The main purpose of that phase would be an in deep analysis of legal, fiscal and tax involvements related to investment/disinvestment asset, according to the seller’s requirements and particularly to the vendor’s corporate and tax features as well as the buyer’s need (corporate purchase, asset purchase, direct and non-direct taxation).

LEGAL AND FISCAL ASSISTANCE ACTIVITIES THIRD PHASE Legal assistance/consultancy for the management and direction of negotiations with all the possible investors/purchasers. At this phase, The Firm will provide to oversee Data Room for giving the obtained informations to the potential investors/purchasers, giving also all the support with counterparts, including possible connections with other lawyers. Moreover in this particular step, should be useful to edit in behalf of the seller letters of agreement, drafts, and all the documents that would be useful to claim the settlement. FOURTH PHASE Legal and fiscal assistance during the final phase of the demise/acquisition of Asset. At this final stage, The Firm will render assistance for final negotiation and drafting of sale contracts, and of all related contracts to the acquisition or divestiture of the assets, e.g.: - procurement contracts; - tenancy agreements; - company lease contracts; - escrow accounts; - selling of branches of business; - service contracts.

Avv. Lucio Ruscio Viale Leon Battista Alberti, 25 00153 Roma Tel. / Fax. (+39) 06.89273757 Mobile (+39) 3339403611 web site: www.ruscio-p.it