Investment-in-kindcontribution contract Betweenthe inferents DoctorOrhan Karahodza Born19th November 1969 Residentof Waiblinger Str. 34, 70372 Stuttgart And MrsDzenana Karahodza, born Adzemovic Born 13th May 1969 Resident of Waiblinger Str. 34, 70372 Stuttgart -incommunity of property according to Bosnian law- and,registered in the Commercial Registry of Ludwigshafen DistrictCourt, HRB 64059, Beatmungspflege24 GmbH Ludwigshafenheadquarters Zollhofstrasse 4,67061 Ludwigshafen Representedby Doctor Orhan Karahodza Born 19th November 1969 As sole director, exempt from the Constraints of §181 of theCivil Code A. PreliminaryRemarks
EXHIBIT 10.3
 | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
Investment-in-kind contribution contract
Between the inferents
Doctor Orhan Karahodza
Born 19th November 1969
Resident of Waiblinger Str. 34, 70372 Stuttgart
And
Mrs Dzenana Karahodza, born Adzemovic
Born 13th May 1969
Resident of Waiblinger Str. 34, 70372 Stuttgart
-in community of property according to Bosnian law-
and, registered in the Commercial Registry of Ludwigshafen
District Court, HRB 64059,
Beatmungspflege 24 GmbH
Ludwigshafen headquarters
Zollhofstrasse 4,67061 Ludwigshafen
Represented by
Doctor Orhan Karahodza
Born 19th November 1969
As sole director, exempt from the
Constraints of §181 of the Civil Code
A.
Preliminary Remarks
| 1. | The sole shareholder of the company registered in the Commercial Registry of Ludwigshafen District Court, HRB 64059, |
Beatmungspflegege 24 GmbH
with its headquarters in Ludwigshafen, has today included for the notary the following real capital increase resolution:
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
| I. | TOP 1: Increase in Capital |
| (1) | The capital fund of the company will be raised from €25,000 by €1,000 to €26,000 with the issue of 1,000 shares of a face value of €1.00 (Share numbers 25,001 to 26,000). |
| (2) | The people appearing will be allowed to acquire the new shares, which will be acquired in common property of Bosnian community of property. |
| (3) | The new shares will be valid at the end of the current business year. |
| (4) | The deposits on the new shares are to be paid as contribution in kind due to the fact that Dr. Orhan Karahodza is not registered in the commercial registry, at 70372 Stuttgart, Badstrasse 36, under the name “Pflegegedienst Das Pflegeland”, operated as a sole proprietorship with all assets and liabilities, rights, claims and demands, responsibilities and obligations, and legal relationships introduced in the company with contractual and economic effect beginning 1st July 2014. The transfer is made for tax purposes with a book value pursuant to § 20 para. 2 sentence 2 of the Reorganisation Tax Act. |
It is found that the company legally belongs to the common property existing between the people appearing, due to community of property in Bosnian law.
| (5) | In tax and economically, the company owns half of residential and part ownership of 100/1000 co-ownership of the land FLST. 3667, Waiblingen 34, 2a 37 m2, registered with the land register of Stuttgart-Bad Cannstatt sheet 19,210 BV 1, associated with private property in the designated division in the plan with apartment no. 2 plus the store on the ground floor and 1 storage room in the basement. |
Ownership share of half of the property brings with it the liabilities registered in the land register, and these
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
liabilities are underlying obligations and responsibilities as a premium (§ 272 para. 2 no. 1 HGB) co-sponsored in the GmbH.
| (6) | This contribution is therefore to be expected on the notional amount of the new shares no. 25001-26000 in the amount of the increase in registered capital, with a total of €1,000.00 As far as the due discretion of directors of the company, the contribution in kind with a higher value in the financial statements of the GmbH is set, the differential amount is set in the capital reserve as premium in accordance with § 272 para. 2 sentence 1 of the Commercial Code. |
| 2. | The inferent today clarified the transfer of the new shares. |
B.
Contribution Agreement
The Parties shall conclude the following property contribution agreement for the demand of the contribution in kind obligation.
§1
Purpose of contribution in kind
| (1) | The inferent transmits from Dr. Orhan Karahodza the sole proprietorship operated by him under the name “Pflegedienst Das Pflegeland” at 70372 Stuttgart, Badstrasse 36, with all assets and liabilities, rights, claims and demands, and responsibilities, commitments and legal relationships with contractual and economic effect from the beginning of 1st July 2014 to the GmbH against the decision referred to in capital shares. The transfer is made for tax purposes with a book value pursuant to § 20 para. 2 sentence 2 of the Reorganisation Tax Act. |
| (2) | For the transmission of the property of assets and liabilities to the acquiring GmbH, the following applies in detail: |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
| a. | All individual assets of the fixed and current assets are transferred to the GmbH, in particular those listed in Appendix 1 of this contract. |
| b. | All liabilities (debts and liabilities) of the individual company are transferred to the GmbH, in particular those listed in Appendix 2 of this Agreement. |
| c. | All other right positions and objects, contracts, employment and other rights and obligations which are non-capitalisable or not subject to disclosure are transmitted to the GmbH. In particular, it is responsible for contracts listed in Appendix 3 of this contract, as well as other tenancy, leasing and supply contracts, management contracts, franchise agreements, offers and other legal provisions. |
| d. | As a result of the transfer, all working conditions devolve to the GmbH according to § 613a of the Civil Code. |
| e. | Between the date of contribution, 1st July 2014, and today, assets, legal positions, objects or other rights will have been sold by the inferents in the ordinary course of business, contact the surrogates in their place. If inferent assets, legal positions, objects or other rights for operation are acquired in the above mentioned period, these are also hereby transferred to the GmbH. |
| f. | Assets, liabilities and working conditions that are not listed in the appendices shall be transferred to the GmbH, if they pertain to the operation of the inferents in the broadest sense. This applies in particular to intangible assets or those acquired by inferents today; liabilities incurred and reasonable employment contracts. |
| g. | As long as the transfer of assets, liabilities or contracts; employment contracts or other rights and obligations of the GmbH is not legally possible, particularly if the necessary approvals of third parties can not be obtained, then the parties stand in the internal relationship as they would stand, if the transfer were made to the GmbH. |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
| h. | The individual objects and rights are acquired by the GmbH in the state in which they find themselves today, including any charges. To the extent permitted by law, any warranty of inferents is excluded in relation to this contribution in kind. Particular claims and rights of the GmbH are excluded because of the intrinsic value of, and the nature and stock of the assets transferred from inferents, of whatever kind and for whatever legal reason. This exclusion of claims does not apply to claims based on fraudulent or intentional conduct of inferents, or claims based on differential liability under § 56 para. 2 in connection with § 9 of the Limited Liability Companies Act. |
| (3) | If there is doubt as to the scope and the assignment in this document of asset positions, legal positions, etc., the GmbH is a determination pursuant to § 315 of the Civil Code. |
§ 2
Transfer of Business
| (1) | The Parties agree that the ownership and immediate possession of the movable property transfer to the GmbH. As far as the GmbH is not in the immediate possession of the goods, the right to restitution will be transferred by the inferents to the GmbH. The GmbH hereby accepts the transfer of ownership and immediate possession as well as the assignment of the claim. |
| (2) | The Parties agree that the GmbH takes over the existing liabilities of the GmbH on June 30, 2014 at 00:00 o’clock. Where possible, the acquisition is by way of liberating debt assumption, otherwise the GmbH exempts the inferents internally from the liabilities. |
| (3) | The Parties agree that GmbH enters the law of obligations instead of inferents with effect from the beginning of 1 July 2014 in all contractual relationships of the transferring company. To the extent that this |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
required consent of the third party can not be obtained, the Parties have to provide the corresponding internal relationship.
| (4) | The GmbH is hereby authorised to make and accept all declarations necessary or appropriate at its discretion and to carry out acts that are in connection with the contribution of the company in the GmbH. The GmbH is exempt from the restrictions of § 181 of the Civil Code, and entitled to keep the power conditions in whole or in part, to transfer or to delegate authority to the exemption from the restrictions of §181 of the Civil Code. |
§ 3
Award of Shares
| (1) | In return for the above transfer of assets to the GmbH the inferent gets 1,000 shares in the acquiring GmbH with a nominal value of €1.00 each (shares no. 25001-26000). |
The new shares grant entitlement to the retained earnings of GmbH allotted to them for the entire current fiscal year.
| (2) | Transmission to commercial and tax accounting book value occurs as of June 30th 2014. The difference between the value of the assets transferred to the acquiring GmbH and the nominal amount of new shares to be granted to the acquiring GmbH is in the capital reserve pursuant to § 272 Para. 2 point 1 of the commercial code with the acquiring GmbH. The inferent does not receive any further consideration of the GmbH, in particular, no cash compensation. |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
§ 4
Consequences of the transfer for employees and their representatives
The transmission of the company operated by the inferents leads to a transfer of business under § 613a of the Civil Code.
With the coming into effect of the transfer (= signature of this contract), all employment conditions with all rights and obligations are transferred to the GmbH. The Contracting Parties shall inform the employees of the company pursuant to § 613a para. 5 of the Civil Code.
§ 5
Severability
If any provision of this contract be invalid or unenforceable, then the statements remain valid overall. Replacements for the invalid or unenforceable provisions should be agreed by the parties, which come as close as possible to the economic intent of the invalid or unenforceable provisions.
C.
Special arrangements for the introduction of residential and partial ownership
§1
Transfer of Property
| (1) | Dr Orhan Karahodza and Mrs Dzenana Karahodza are registered in community of property according to Bosnian law as owners of the residential and partial ownership Land Register of Bad Cannstatt (Land Registry Stuttgart-Bad Cannstatt) Journal 19210 BV 1 registered residential and partial ownership unit of 100/1000 co-ownership of the landFlst. 3667, Waiblinger Straße 34, 2 a 37 m2, connected to the private ownership of the division in the plan with the apartment designated no. 2 plus store on the ground floor and 1 storage room in the basement. |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
The owners and the commercial register of the Ludwigshafen district court, HRB 64059, registered to Beatmungspflege 24 GmbH, based in Ludwigshafen, agree that the property is transferred to a halved co-ownership of this residential and partial ownership unit of Beatmungspflege 24 GmbH.
| (2) | The owners grant and Beatmungspflege 24 GmbH applies for registration of the ownership change. |
| (3) | The certifying notary is instructed to immediately notify the land registry office to submit the application for execution as soon as the clearance certificate from the tax office - real estate transfer tax authority - is present. |
§ 2
Consideration
Beatmungspflege 24 GmbH owes the owners nothing in return. The transfer of ownership takes place as share premium in accordance with § 272 para. 2 no. 1 of the Commercial Code on the today agreed increase of the capital of the GmbH from €25,000.00 by €1,000.00 to €26,000.00.
§ 3
| (1) | The transfer of direct private ownership on the land contract is effective immediately. For the purposes of liability law, the transfer of private ownership applies with effect from 1 July 2014. |
| (2) | All development contributions and the other charges referred to in §§ 127, 135a of the Building Code, and charges imposed by the local tax law that are already requested shall be borne by Dr. Orhan Karahodza and Mrs. Dzenana Karahodza. All other duties as may be requested after the contract shall be borne by the GmbH. |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
§ 4
Guarantee
| (1) | The liability for defects is excluded to the extent permitted by law. Certain characteristics of the property are not agreed and are not owed. |
| (2) | In para. II of the land register no charges are listed. The registered land charge of €110,000.00 in Div. III no. 4 of the Land Register for the District Savings Bank is to be submitted by the GmbH. All proprietary rights in the mortgage in half are hereby transferred with immediate effect to the GmbH, which are adopted by the GmbH. The mortgage is still valued at about €110,000.00. These liabilities are half the responsibility of the GmbH by way of liberating debt assumption with law of obligations effect from 1st July 2014. The GmbH will proceed immediately to the creditor to obtain its approval for liberating debt assumption. As long as the creditor does not provide the required license, the GmbH Dr. Orhan Karahodza and Mrs. Dzenana Karahodza are obliged to satisfy the creditor on time. The same applies if the creditor should refuse the authorization. |
| (3) | The property is leased to the GmbH. Rental or lease or other utilisation contracts with third parties do not exist. The lease is considered as completed with contractual effect on 1st July 2014. The lease is hereby terminated by mutual agreement with immediate effect. |
| (4) | The submission of an energy certificate is not requested by the purchaser, any investment obligations under the relevant energy saving regulations (EneV) are met by the GmbH alone. |
| (5) | Dr. Orhan Karahodza and Mrs. Dzenana Karahodza are liable to the GmbH, that the market value of the property after deduction of the liabilities be assumed at least €1.00. |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
§ 5
Costs
All costs incurred by the certification and enforcement of this contract, an approach for the acquisition process to the coming real estate transfer tax as well as any costs for access to the electronic land registry and the expression of appropriate land register excerpts are borne by the GmbH.
§ 6
Entry into the Homeowners’ Association
| (1) | The legal status of the housing and partial owner with each other and the administration of the residential complex is governed by the declaration of division and community order. This exists for the GmbH. |
| (2) | The GmbH shall enter the date of possession transfer in all - even law of obligations acting - rights and obligations created hereby and in the management agreement. Decisions of the homeowners’ association shall be binding. |
| (3) | Demands on the repairs reserves and other paid out of the house money accounts go to the state at the time you transfer possession of the GmbH. Arrears exist, according to the specification of the owner. From transfer of ownership the GmbH is authorized to attend and vote at the AGM. |
| (4) | The accounts for the current financial year shall be made in such a way that the date of transfer of possession shall be the date for payments and refunds. Payments for the preceding period shall be borne by the owner, and for the time after are the expense of the GmbH. If you can not determine the period for which there is a subsequent payment or credit, the amounts is split pro rata. |
§ 7
Severability
If any provision of this Agreement be wholly or partially invalid or unenforceable, or if there is a gap in this Contract, this shall not affect the validity of the remaining provisions. A replacement
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
for an invalid or unenforceable provision should be agreed as such a valid or enforceable provision which corresponds to what had been agreed in the spirit and purpose of this contract, had the matter been considered at the outset.
§ 8
Notary’s Comments
| (1) | Those present were made aware of the following: |
| a. | Any side agreements to this contract must be notariaed; agreements not authenticated or not properly authenticated are invalid and can jeopardise the effectiveness of the whole contract in question. |
| b. | Liability for costs and taxes arising from this contract is joint and several by law. |
| c. | The ownership in the land register may be effected only after the presentation of the clearance certificate from the tax office because of the real estate transfer tax. The parties confirm that they have been informed of the legal effect of this contract and in particular of the risk from intermediate consumption in mutual agreement and on the nature of the priority notice and respect of the land transfer tax. In addition, the notary has not discussed tax purposes; he is accordingly exempted from any liability. |
| d. | The property is liable under statutory regulation for arrears for public charges and taxes, in particular for a possible development contribution. |
| e. | Ownership is not taken on conclusion of this contract, but only on registration of transfer of ownership to the transferee in the Land Register. |
| f. | Rental and lease agreements are not affected by this sale. |
| g. | On the entrance of the acquirer in insurance contracts, § 95 of the Insurance Contract Act, and the possibility of termination from insurer and insured § 96 of the Insurance Contract Act. |
| h. | Of energy-saving regulations. |
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
§ 9
Authorisation
The Parties shall provide, for themselves and their successors, the notary ..... with the headquarters in ..... and the notary employees
a) Mrs………
b) Mrs………
c) Mrs………
d) Mrs………
-all resident services in ………, ………,
each individually, the unconditional - ie in particular independent from the validity of the remaining provisions of this document - full power, but no mandate to represent them in the execution of the transaction, as well as supplements in every respect.
The appointees are in particular empowered to make or amend conveyance declarations and other settlement statements, registration and deregistration permits; to submit and to withdraw applications to the Land Registry; to apply for to receive and communicate permits; and generally to do all at its discretion which is required to satisfy the matter.
The authorized representative shall be exempt from the restrictions of § 181 of the Civil Code and have the right to full power transmission. The parties make the authorized notary employees free from any personal liability.
This authorization may only be made before the attesting notary and the notary ..... with their headquarters in …..., or their respective representatives or successors for use in the office.
| | Job ID No. TJ197239
Prinzregentenstraße 54 80538 München Deutschland +49 176 8799 4265 ***@*** | www.strakertranslations.de |
| Place, Date | ||
| Inferent | ||
| GmbH |
