f8k0801_x1012-riic.htm


    DEED
      OF SALE AND TRANSFER OF SHARES

    (AmogB
      B.V.)

    


    This
      twenty-seventh day of December two thousand seven, there appeared
      before me, Wilfred Albert Groen, civil law notary at Amsterdam, the
      Netherlands:

    
      Frank
        Gerard Röben, born in Oldenzaal, the Netherlands, on the twenty-fourth day of
        February nineteen hundred and eighty-one, employed at Fred. Roeskestraat
        100,
        1076 ED Amsterdam, the Netherlands,

    

    
      
        	
                 

              	
                in
                  this respect acting as authorized representative of:
                  

              


      

    

    
      
        	
                1.

              	
                Beheer-
                  en
                  Exploitatiemaatschappij Amog B.V., a private company with limited
                  liability (besloten
                  vennootschap met beperkte aansprakelijkheid) under Dutch law,
                  having its official seat in Amsterdam, the Netherlands, and its
                  principal
                  place of business at Damrak 37/38, 1012 LK Amsterdam, the Netherlands,
                  registered with the Commercial Register of the Chamber of Commerce
                  under
                  number 33188058 (the "Seller");
                  

              


      

    

    
      
        	
                2.

              	
                Royal
                  Invest Europe
                  B.V., a private company with limited liability (besloten
                  vennootschap met
                  beperkte aansprakelijkheid) under Dutch law, having its official
                  seat in Amsterdam, the Netherlands, and its principal place of
                  business at
                  Ditlaar 7, 1066 EE Amsterdam, the Netherlands, registered with
                  the
                  Commercial Register of the Chamber of Commerce under number
                  34130365 (the "Purchaser"); and
                  

              


      

    

    
      
        	
                3.

              	
                AmogB
                  B.V., a private
                  company with limited liability (besloten vennootschap
                  met
                  beperkte aansprakelijkheid) under Dutch law, having its official
                  seat in Amsterdam, the Netherlands, and its principal place of
                  business at
                  Damrak 37/38, 1012 LK Amsterdam, the Netherlands, registered with
                  the
                  Commercial Register of the Chamber of Commerce under number 33188811
                  (the
                  "Company").
                  

              


      

    

    
      The
        person appearing declared the following:

       

    

    
      WHEREAS:

       

    

    
      the
        Seller and the Purchaser have reached agreement on the sale and transfer
        of five
        thousand four hundred (5,400) ordinary shares in the capital of the Company,
        with a nominal value of one Euro (EUR 1) each, numbered 1 through 5,400 (the
        "Shares"), on the terms
        set out below,

       

    

    
      THE
        SELLER AND THE PURCHASER HAVE AGREED AS FOLLOWS:

       

    

    
      Article
        1. Purchase and Sale; Transfer.

    

    
      The
        Seller hereby sells and transfers the Shares to the Purchaser and the Purchaser
        hereby purchases and accepts the same from the Seller.

    

    
      Article
        2. Purchase Price.

    

    
      
        	
                2.1

              	
                The
                  purchase price for the Shares is four million five hundred ninety-five
                  thousand nine hundred seven Euro (EUR 4,595,907).
                  

              


      

    

    
      
        	
                 

              	
                2.2

              	
                The
                  Purchaser has paid an amount (and therefore a part of the purchase
                  price)
                  of three million one hundred forty-nine thousand nine hundred seven
                  Euro
                  (EUR 3,149,907) to the Seller, for which payment the Seller gives
                  discharge to the Purchaser. The Purchaser remains an amount of
                  one million
                  four hundred forty-six thousand Euro (EUR 1,446,000) indebted to
                  the
                  Seller under all such terms and conditions as sufficiently known
                  by and
                  between the Seller and the Purchaser.


              


      

    

    
      Article
        3. Warranties, guarantees and indemnifications of the Seller.

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

    

    
      
        	
                3.1

              	
                The
                  Seller warrants to the Purchaser that, on this day, the following
                  is
                  correct: 

              


      

    

    
      
        	
                 

              	
                a.

              	
                the
                  Company is a private company with limited liability under Dutch
                  law (besloten vennootschap
                  met
                  beperkte aansprakelijkheid), incorporated by notarial deed executed
                  before J.R. Smeets, civil law notary in Delft, the Netherlands,
                  on the
                  twenty-first day of August nineteen hundred and eighty-six (the
“Deed of Incorporation”);
                  the Articles of Association of the Company were last amended by
                  notarial
                  deed executed before civil law notary W.A. Groen, aforementioned,
                  on the
                  twentieth day of December two thousand seven (the “Deed of Amendment”);
                  

              


      

    

    
      
        	
                 

              	
                b.

              	
                the
                  Company is currently registered in the Commercial Register under
                  number
                  33188811; the information regarding the Company which is registered
                  in the
                  Commercial Register is correct and complete;


              


      

    

    
      
        	
                 

              	
                c.

              	
                the
                  Company has not been dissolved, and no resolution has been adopted
                  to
                  dissolve the Company, nor has any request thereto been filed; the
                  Company
                  has not received any notice from the Chamber of Commerce under
                  Section
                  2:19a of the Dutch Civil Code; the Company has not been declared
                  bankrupt,
                  nor has a suspension of payment been declared, nor have any requests
                  thereto been filed nor is there any reason to expect the same;
                  

              


      

    

    
      
        	
                 

              	
                d.

              	
                the
                  issued capital of the Company consists of the Shares and twelve
                  thousand
                  six hundred (12,600) preferred shares with a nominal value of one
                  Euro
                  (EUR 1) each, numbered P-1 through P-12,600, all of which are fully
                  paid
                  in; no person holds any right, conditional or unconditional (including,
                  but not limited to, options and debt instruments convertible into
                  shares)
                  against the Company to subscribe for or otherwise acquire shares
                  in the
                  capital of the Company; 

              


      

    

    
      
        	
                 

              	
                e.

              	
                the
                  Company's register of shareholders is up-to-date and complete;
                  

              


      

    

    
      
        	
                 

              	
                f.

              	
                the
                  Seller has a complete and unencumbered right to the Shares;
                  

              


      

    

    
      
        	
                 

              	
                g.

              	
                the
                  Shares are registered, and no share certificates (aandeelbewijzen) have
                  been issued for the Shares; 

              


      

    

    
      
        	
                 

              	
                h.

              	
                the
                  Seller has not been deprived of the authority to transfer shares
                  in the
                  capital of the Company by virtue of Section 2:22a paragraph 1 of
                  the Dutch
                  Civil Code; 

              


      

    

    
      
        	
                 

              	
                i.

              	
                the
                  Shares are not subject to rights of third parties or obligations
                  to
                  transfer to third parties or claims based on contracts of any nature;
                  and
                  

              


      

    

    
      
        	
                 

              	
                j.

              	
                by
                  the transfer of the Shares to the Purchaser, the full and unencumbered
                  ownership of the Shares is transferred to the Purchaser.
                  

              


      

    

    
      
        	
                3.2

              	
                Furthermore,
                  the Seller hereby represents, warrants and guarantees to the Purchaser
                  that on this day (i) the attached balance sheet of the Company
                  dated the
                  twentieth day of December two thousand and seven (Annex)
                  (the
                  “Closing
                  Accounts”) makes full disclosure of all assets and liabilities of
                  the Company as per such date and (ii) the Closing Accounts have
                  been
                  prepared in accordance with, and comply with, Netherlands statutory
                  requirements and accounting principles on a consistent basis with
                  the
                  previous five years. The Seller warrants and guarantees that the
                  Closing
                  Accounts furthermore present a true, complete, accurate, and fair
                  view of
                  the financial position of the Company in all respects as per the
                  twentieth
                  day of December two thousand and seven and, save as disclosed in
                  the
                  attached Closing Accounts, there are no matters which may give
                  rise to any
                  liability of the Company. The Seller warrants and guarantees that
                  since
                  the date of the Closing Accounts, there were no matters or events
                  outside
                  the ordinary course of business of the Company that have a material
                  impact
                  on the assets and liabilities of the Company as from the date of
                  the
                  Closing Accounts. 

              


      

    

    
      
        	
                 

              	
                The
                  Seller hereby undertakes to indemnify the Purchaser and, at the
                  option of
                  the Purchaser, the Company against any debts, claims, losses, law
                  suits,
                  proceedings, obligations or other liabilities (accrued, absolute,
                  contingent or other) including Tax liabilities that (i) are or
                  may have
                  been incurred by or on behalf of the Company to the date of this
                  deed and
                  that are not recorded in the Closing Accounts; and (ii) are resulting
                  from
                  any facts and circumstances not being guaranteed or represented
                  by Seller
                  hereunder. 

              


      

    

    
      
        	
                 

              	
                3.3

              	
                a.

              	
                the
                  Seller declares to have acquired the Shares by the Deed of Incorporation,
                  pursuant to which three hundred ninety-nine (399) shares in the
                  capital of
                  the Company were placed with the Seller, formerly numbered 1 until
                  399,
                  formerly having a nominal value of one hundred Dutch Guilders each
                  (NLG
                  100.00), which amount is (rounded off) equal to forty-five Euro
                  and
                  thirty-eight eurocent (EUR 45.38);


              


      

    

    
      
        	
                 

              	
                b.

              	
                the
                  Seller declared that he has acquired the share in the capital of
                  the
                  Company, formerly numbered 400, formerly having a nominal value
                  of one
                  hundred Dutch Guilders each (NLG 100.00), which amount is (rounded
                  off)
                  equal to forty-five Euro and thirty-eight eurocent (EUR 45.38)
                  (the “Share with Number
                  400”)
                  on the twenty-first day of August nineteen hundred and eighty-six
                  by
                  transfer, as is evidenced by the Company’s shareholders’ register and that
                  the documentation evidencing that the Seller acquired legal title
                  to the
                  Share with Number 400 is lost/not available anymore.
                  

              


      

    

    
      
        	
                 

              	
                The
                  Company, however, declared that it has accepted the Seller as holder
                  of
                  the Share with Number 400 for a period exceeding five years prior
                  to the
                  execution of this deed and that it during said period until the
                  present
                  day has accepted the transfer of the Share with Number 400 to the
                  Seller
                  as valid. 

              


      

    

    
      
        	
                 

              	
                On
                  the basis of the foregoing and pursuant to Article III, paragraph
                  7 of the
                  Transitory Provisions, decreed by the Law of the third day of September
                  nineteen hundred and ninety-two, containing an amendment to the
                  regulations on the transfer of registered shares in public companies
                  (naamloze
                  vennootschappen) and private limited liability companies (besloten
                  vennootschappen met
                  beperkte aansprakelijkheid) no appeal can be made on a possible
                  default in said transfer, nor on a possible lack of authority of
                  the
                  person from whom the Seller acquired the Share with Number 400
                  since,
                  according to the Seller, the Seller did not know and did not have
                  to know
                  a possible lack of authority;


              


      

    

    
      
        	
                 

              	
                c.

              	
                pursuant
                  to the Deed of Amendment, the aforementioned four (400) shares
                  in the
                  capital of the Company have been split and converted into – amongst others
                  – the Shares. 

              


      

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

    
      
        	
                3.4

              	
                The
                  share transfer restrictions (also referred to as the 'blocking
                  clause')
                  referred to in Article 8, of the Company's Articles of Association
                  are of
                  no effect with regard to the transfer of the Shares, since the
                  Seller is
                  the sole shareholder in the Company.


              


      

    

    
      
        	
                 

              	
                Article
                  4. Further warranties, guarantees and indemnifications of the Seller.
                  

              


      

    

    
      
        	
                4.1

              	
                For
                  the purposes of this Article 4:


              


      

    

    
      
        	
                 

              	
                a.

              	
                "Event"
                  means any
                  transaction, event, act or omission;


              


      

    

    
      
        	
                 

              	
                b.

              	
                "Tax"
                  or “Taxes”
means
                  all forms
                  of tax, duty, social security charges, contributions, levy, charge
                  or
                  other imposition or withholding and other levies of whatever nature,
                  separately or jointly due to, payable to, levied by, imposed upon
                  by,
                  claimed to be owed to, awarded by or held responsible for by any
                  supranational, national, federal, state, provincial, municipal,
                  local,
                  foreign or other authority having the power to tax, including (without
                  limitation) income tax (including income tax required to be deducted
                  or
                  withheld from or accounted for in respect of any payment), corporation
                  tax, such tax taken to include surtax, capital gains tax, tax on
                  profits,
                  tax on gross receipts, license tax, tax on severance payments,
                  occupation
                  levies, premium tax, windfall profit tax, environmental taxes and
                  duties,
                  capital tax and other legal transaction taxes, franchise tax, withholding
                  tax, tax on disability or unemployment payments, real property
                  tax,
                  personal property tax, sales tax, tax based on use, transfer tax,
                  registration tax, municipal tax, estimated or preliminary tax,
                  value added
                  tax, customs duties, excise duties, land fill tax, insurance premium
                  tax,
                  stamp duty, stamp duty reserve tax, wage tax, payroll tax, social
                  security
                  contributions and employee social security contributions, national
                  insurance and other similar contributions, and any other taxes,
                  duties,
                  levies, charges, contributions, imposts or withholdings corresponding
                  to,
                  similar to, replaced by or replacing any of them, together with
                  any
                  interest, penalty, fine or other additions thereto in connection
                  with, or
                  failure to comply with any laws relating to, any tax.
                  

              


      

    

    
      
        	
                 

              	
                c.

              	
                “Tax
                  Authority” means any
                  supranational, national, federal, state, provincial, municipal,
                  local,
                  foreign or other authority endowed with the authority to enforce
                  obligations in connection with Taxes.


              


      

    

    
      
        	
                 

              	
                d.

              	
                "Tax
                  Liability" means a
                  liability of the Company to make or suffer an actual or increased
                  payment
                  of Tax and or wrongly deducted Tax, including payments that the
                  Company is
                  required to make as a consequence of being held liable for an amount
                  of
                  Tax which was primarily chargeable to and due by a third party
                  as a result
                  of such third party failing to discharge such liability.
                  

              


      

    

    
      
        	
                 

              	
                e.

              	
                "Tax
                  Return" means any
                  return, declaration, report or information return relating to Taxes,
                  including any schedule or attachment thereto, and including any
                  amendment
                  thereof. 

              


      

    

    
      
        	
                4.2

              	
                In
                  the event of a breach of any of the Seller’s warranties and guarantees as
                  listed in this deed, the Seller shall indemnify, hold harmless
                  and fully
                  compensate the Purchaser for the damages as a result of such breach.
                  

              


      

    

    
      
        	
                4.3
                  

              	
                The
                  Seller shall indemnify, hold harmless and fully compensate the
                  Purchaser
                  and the Company against and for any Tax Liability which is due
                  (materieel verschuldigd)
                  for the periods or portions thereof ending before and up to the
                  date of
                  execution of this deed, so far as possible by way of adjustment
                  to the
                  purchase price. 

              


      

    

    
      
        	
                4.4

              	
                The
                  due date for payment under paragraph 4.2 and paragraph 4.3 shall
                  be the
                  earlier of: 

              


      

    

    
      
        	
                 

              	
                a.

              	
                the
                  date falling thirty (30) business days after the Purchaser has
                  invoked its
                  relevant rights under this deed; and


              


      

    

    
      
        	
                 

              	
                b.

              	
                the
                  date falling ten (10) business days prior to the latest date for
                  payment
                  of the relevant Taxes in order to avoid interest and penalties
                  arising in
                  respect thereof (taking into account any application to postpone
                  payment
                  of, appeal against, or amendment of any assessment or other notification
                  of the Taxes). 

              


      

    

    
      
        	
                 

              	
                4.5

              	
                The
                  Seller represents and guarantees that:


              


      

    

    
      
        	
                 

              	
                a.

              	
                the
                  Company has timely filed or caused to be filed all Tax Returns
                  that it is
                  required to file (including all applicable extensions), and all
                  such Tax
                  Returns are accurate and complete in all material respects.
                  

              


      

    

    
      
        	
                 

              	
                b.

              	
                with
                  respect to all Tax Returns of the Company, (i) there is no unassessed
                  Tax
                  deficiency proposed or, so far as Seller is aware, threatened against
                  the
                  Company and (ii) no audit is in progress or announced with respect
                  to any
                  Taxes, no extension of time is in force with respect to any date
                  on which
                  any Tax Return was or is to be filed and no waiver or agreement
                  is in
                  force for the extension of time for the assessment or payment of
                  any Tax.
                  

              


      

    

    
      
        	
                 

              	
                c.

              	
                all
                  Tax Liabilities due (materieel verschuldigd)
                  for the periods or portions thereof ending before and up to the
                  date of
                  this deed, have been paid or will be paid in full or have been
                  fully and
                  adequately provisioned in the Closing Accounts. The amount of provision
                  for deferred Tax in the Closing Accounts is adequate and fully
                  in
                  accordance with generally accepted accounting principles in the
                  Netherlands. 

              


      

    

    
      
        	
                 

              	
                d.

              	
                the
                  Seller has disclosed fully and completely all facts, circumstances
                  and has
                  submitted to the Purchaser all documents which influence the position
                  of
                  the Company regarding Tax, including but not limited to any agreement,
                  ruling, or compromise with any Tax Authority. The Company does
                  not have
                  the intention to conclude up to the date of this deed with any
                  Tax
                  Authority any agreement, ruling or compromise in connection with
                  Tax. The
                  entering into this deed and the execution thereof will have no
                  material
                  impact on the position of the Company regarding Tax, including
                  but not
                  limited to any agreement, ruling, or compromise with any Tax Authority
                  and
                  the application of favourable Tax regimes.


              


      

    

    
      
        	
                 

              	
                e.

              	
                no
                  undisclosed disputes exist or are expected with any Tax Authority
                  regarding the Tax position of the Company or any of its properties,
                  assets
                  or income or regarding the Tax returns filed by the Company. No
                  audits or
                  investigations are presently being made by any Tax Authority or
                  are
                  expected regarding the Tax position of the Company or any of its
                  properties, assets or income or regarding the Tax Returns filed
                  by the
                  Company. No requests for exchange of information are pending regarding
                  Tax
                  relating to the Company or their business relations. No objection
                  or
                  appeal regarding Tax is presently pending or will be filed with
                  any Tax
                  Authority or any competent court or courts. No collection procedures
                  have
                  been initiated against the Company or any of its properties, assets
                  or
                  income for account of any Tax. The Company has not received any
                  reminders
                  or warrants relating to the payment of Tax. There are no encumbrances
                  for
                  Taxes on the assets of the Company.


              


      

    

    
      
        	
                 

              	
                f.

              	
                the
                  Company has not claimed and/or no exemptions have been granted
                  from Tax,
                  roll-over relief or other Tax facilities during the last five (5)
                  years
                  before the date of this deed, which have not been disclosed, and
                  which
                  could be annulled and give rise to Tax after the date of this deed
                  as a
                  result of non-compliance with the relevant conditions imposed.
                  

              


      

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

    
      
        	
                 

              	
                Article
                  5. Registered properties held by the Company.


              


      

    

    
      
        	
                 

              	
                5.1.

              	
                The
                  Seller warrants and guarantees to the Purchaser that the Company:
                  (i) is
                  fully entitled to the ownership of the registered properties as
                  listed
                  under 1, 2 and 3 in Annex 1 to this notarial deed; and (ii) is
                  fully
                  entitled to the leasehold of the registered property as listed
                  under 4 in
                  Annex I to this notarial deed.


              


      

    

    
      
        	
                5.2.

              	
                The
                  Seller hereby guarantees and warrants to the Purchaser the guarantees
                  and
                  further declarations as listed in Annex II to this notarial deed
                  in
                  relation to the aforementioned registered properties as held by
                  the
                  Company. Consequently, all guarantees and further declarations
                  as listed
                  in Annex II should read as granted and guaranteed by the Seller
                  (directly)
                  to the Purchaser in respect of the registered properties that are
                  held by
                  the Company. The Seller furthermore especially guarantees that
                  the Company
                  has satisfied all its obligations with respect to any lease agreements
                  in
                  connection with the registered properties that are held by the
                  Company.
                  

              


      

    

    
      
        	
                5.3

              	
                In
                  the event of a breach of any of the Seller’s aforementioned guarantees and
                  further declarations (as granted in this Article 5), the Seller
                  shall
                  indemnify, hold harmless and fully compensate the Purchaser and,
                  at the
                  option of the Purchaser, the Company, for the damages as a result
                  of such
                  breach. 

              


      

    

    
      Article
        6. Duty of notice.

    

    
      The
        Seller guarantees and warrants to the Purchaser that he has given the Purchaser
        all information that should properly be brought to the Purchaser’s notice with
        respect to the Company and the registered properties held by the Company,
        subject to the proviso that the Seller is not required to supply information
        about matters which are already known to the Purchaser or about which he
        could
        have learned by making his own survey, in so far as it is reasonable to expect
        the Purchaser, in keeping with common practice, to make such a
        survey.

    

    
      Article
        7. Nachgründung.

    

    
      The
        Purchaser declares that Section 2:204c of the Dutch Civil Code does not apply
        to
        the transfer in question.

    

    
      Article
        8. Costs.

    

    
      All
        costs
        connected with the preparation of this deed shall be for the account of the
        Purchaser.

    

    
      Article
        9. Rescission (ontbinding).

    

    
      The
        Seller and the Purchaser waive the right to rescind the agreement laid down
        in
        this deed or to demand rescission thereof.

    

    
      Finally,
        the person appearing declared:

    

    
      the
        Company hereby acknowledges the foregoing transfer of the Shares and shall
        register the same in its register of shareholders.

    

    
      Resolutions

    

    
      Two
        (2)
        shareholder’s resolutions have been attached to this deed (Annexes), such
        in
        connection with the possible existence of a conflict of interest (tegenstrijdig belang) within
        the meaning of Section 2:256 of the Dutch Civil Code.

    

    
      Powers
        of Attorney.

    

    
      The
        powers of attorney granted to the person appearing are evidenced by three
        (3)
        non-notarial instruments, copies of which will be attached to this deed (Annexes).

    

    
      End

    

    
      The
        person appearing is known to me, civil law notary.

    

    
      This
        deed
        was executed in Amsterdam on the date stated in the first paragraph of this
        deed.

    

    
      The
        contents of the deed have been stated and clarified to the person
        appearing.

    

    
      The
        person appearing has declared not to wish the deed to be fully read out,
        to have
        noted the contents of the deed timely before its execution and to agree with
        the
        contents.

    

    
      After
        limited reading, this deed was signed first by the person appearing and
        thereafter by me, civil law notary at fifteen hours and four
        minutes.

    


    
      
        
        

      

      
        4