f8k0801_x1011-riic.htm


    DEED
      OF SALE AND TRANSFER OF SHARES

    (Alfang
      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.

              	
                Handelsonderneming
                  HUCO
                  B.V., a private company with limited liability (besloten
                  vennootschap met
                  beperkte aansprakelijkheid) under Dutch law, having its official
                  seat in Leimuiden, the Netherlands, and its principal place of
                  business at
                  Oosterweg 1, 2451 VT Leimuiden, the Netherlands, registered with
                  the
                  Commercial Register of the Chamber of Commerce under number 28039859
                  (“Handelsonderneming
                  Huco”); 

              


      

    

    
      
        	
                2.

              	
                International
                  Dutch Management
                  Holding 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
                  Waaier 38, 2451 VW Leimuiden, the Netherlands, registered with
                  the
                  Commercial Register of the Chamber of Commerce under number 32053213 (“International
                  Dutch Management
                  Holding”); 

              


      

    

    
      
        	
                3.

              	
                Marrita
                  Management B.V.,
                  a private company with limited liability (besloten vennootschap
                  met
                  beperkte aansprakelijkheid) under Dutch law, having its official
                  seat in Beverwijk, the Netherlands, and its principal place of
                  business at
                  Waaier 38, 2451 VW Leimuiden, the Netherlands, registered with
                  the
                  Commercial Register of the Chamber of Commerce under number 34105592 (“Marrita
                  Management”);
                  

              


      

    

    
      
        	
                4.

              	
                Van
                  der Horst Beheer
                  B.V., a private company with limited liability (besloten
                  vennootschap met
                  beperkte aansprakelijkheid) under Dutch law, having its official
                  seat in Driehuis (NH), the Netherlands, and its principal place
                  of
                  business at Hofgeesterweg 18 A, 1991 AD Velserbroek, the Netherlands,
                  registered with the Commercial Register of the Chamber of Commerce
                  under
                  number 34060491 (“Van
                  der Horst Beheer”
                  and collectively with Handelsonderneming Huco, International Dutch
                  Management Holding and Marrita Management: the “Sellers”);
                  

              


      

    

    
      
        	
                5.

              	
                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
                  

              


      

    

    
      
        	
                6.

              	
                Alfang
                  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
                  Waaier 38, 2451 VW Leimuiden, the Netherlands, registered with
                  the
                  Commercial Register of the Chamber of Commerce under number
                  17068055 (the "Company").
                  

              


      

    

    
      The
        person appearing declared the following:

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

    

    
      WHEREAS:

       

    

    
      
        	
                A.

              	
                the
                  issued and outstanding share capital of the Company amounts to
                  three
                  hundred and twenty thousand Euro (EUR 320,000) and is divided into
                  ninety-six thousand (96,000) ordinary shares and two hundred and
                  twenty-four thousand (224,000) preferred shares, with a nominal
                  value of
                  one Euro (EUR 1) each; 

              


      

    

    
      
        	
                B.

              	
                the
                  shares in the capital of the Company are currently held by the
                  Sellers for
                  the number of shares as set opposite to their names:
                  

              


      

    

    
      
        	
                 

              	
                1.

              	
                Handelsonderneming
                  Huco: twenty-four thousand (24,000) ordinary shares, numbered
                  1
                  through 24,000 (the “Handelsonderneming
                  Huco-Shares”), respectively fifty-six thousand (56,000) preferred
                  shares, numbered p-1 through p-56,000;


              


      

    

    
      
        	
                 

              	
                2.

              	
                International
                  Dutch
                  Management Holding: twenty-four thousand (24,000) ordinary shares,
                  numbered 24,001 through 48,000 (the “International
                  Dutch Management
                  Holding-Shares”), respectively fifty-six thousand (56,000)
                  preferred shares, numbered p-56,001 through p-112,000;
                  

              


      

    

    
      
        	
                 

              	
                3.

              	
                Marrita
                  Management: twenty-four thousand (24,000) ordinary shares, numbered
                  48,001 through 72,000 (the “Marrita
                  Management-Shares”), respectively fifty-six thousand (56,000)
                  preferred shares, numbered p-112,001 through p-168,000;
                  

              


      

    

    
      
        	
                 

              	
                4.

              	
                Van
                  der Horst
                  Beheer: twenty-four thousand (24,000) ordinary shares, numbered
                  72,001 through 96,000 (the “Van der Horst
                  Beheer-Shares” and collectively with the Handelsonderneming
                  Huco-Shares, the International Dutch Management Holding-Shares
                  and the
                  Marrita Management-Shares: the “Shares”), respectively
                  fifty-six thousand (56,000) preferred shares, numbered p-168,001
                  through
                  p-224,000; 

              


      

    

    
      
        	
                 

              	
                C.

              	
                (i)

              	
                Handelsonderneming
                  Huco and the Purchaser have reached agreement on the sale and transfer
                  of
                  the Handelsonderneming Huco-Shares, on the terms set out below;
                  

              


      

    

    
      
        	
                 

              	
                (ii)

              	
                International
                  Dutch Management Holding and the Purchaser have reached agreement
                  on the
                  sale and transfer the International Dutch Management Holding-Shares,
                  on
                  the terms set out below; 

              


      

    

    
      
        	
                 

              	
                (iii)

              	
                Marrita
                  Management and the Purchaser have reached agreement on the sale
                  and
                  transfer of the Marrita Management-Shares, on the terms set out
                  below; and
                  

              


      

    

    
      
        	
                 

              	
                (iv)

              	
                Van
                  der Horst Beheer and the Purchaser have reached agreement on the
                  sale and
                  transfer of the Van der Horst Beheer-Shares, on the terms set out
                  below,
                  

              


      

    

    
       

      THE
        SELLERS AND THE PURCHASER HAVE AGREED AS FOLLOWS:

    

    
      Article
        1. Purchase and Sale; Transfer.

    

    
      
        	
                1.1  

              	
                Handelsonderneming
                  Huco hereby sells and transfers the Handelsonderneming Huco-Shares
                  to the
                  Purchaser and the Purchaser hereby purchases and accepts the same
                  from
                  Handelsonderneming Huco.

              


      

    

    
      
        	
                1.2  

              	
                International
                  Dutch Management Holding hereby sells and transfers the International
                  Dutch Management Holding-Shares to the Purchaser and the Purchaser
                  hereby
                  purchases and accepts the same from International Dutch Management
                  Holding.

              


      

    

    
      
        	
                1.3  

              	
                Marrita
                  Management hereby sells and transfers the Marrita Management-Shares
                  to the
                  Purchaser and the Purchaser hereby purchases and accepts the same
                  from
                  Marrita Management.

              


      

    

    
      
        	
                1.4  

              	
                Van
                  der Horst Beheer hereby sells and transfers the Van der Horst
                  Beheer-Shares to the Purchaser and the Purchaser hereby purchases
                  and
                  accepts the same from Van der Horst
                  Beheer.

              


      

    

    
      Article
        2. Purchase Price.

    

    
      
        	
                2.1  

              	
                The
                  purchase price for the Handelsonderneming Huco-Shares is five hundred
                  fifty-two thousand and two Euro and twenty-five eurocent (EUR 552,002.25).
                  The Purchaser has paid an amount (and therefore a part of the purchase
                  price) of one hundred seventy-seven thousand and two Euro and twenty-five
                  eurocent (EUR 177,002.25) to Handelsonderneming Huco, for which
                  payment
                  Handelsonderneming Huco gives discharge to the Purchaser. The Purchaser
                  remains an amount of three hundred seventy-five thousand Euro (EUR
                  375,000) indebted to Handelsonderneming Huco under all such terms
                  and
                  conditions as sufficiently known by and between Handelsonderneming
                  Huco
                  and the Purchaser.

              


      

    

    
      
        	
                2.2  

              	
                The
                  purchase price for the International Dutch Management Holding-Shares
                  is
                  five hundred fifty-two thousand and two Euro and twenty-five eurocent
                  (EUR
                  552,002.25). The Purchaser has paid an amount (and therefore a
                  part of the
                  purchase price) of one hundred seventy-seven thousand and two Euro
                  and
                  twenty-five eurocent (EUR 177,002.25) to International Dutch Management
                  Holding, for which payment International Dutch Management Holding
                  gives
                  discharge to the Purchaser. The Purchaser remains an amount of
                  three
                  hundred seventy-five thousand Euro (EUR 375,000) indebted to International
                  Dutch Management Holding under all such terms and conditions as
                  sufficiently known by and between International Dutch Management Holding
                  and the Purchaser.

              


      

    

    
      
        	
                2.3  

              	
                The
                  purchase price for the Marrita Management-Shares is five hundred
                  fifty-two
                  thousand and two Euro and twenty-five eurocent (EUR 552,002.25).
                  The
                  Purchaser has paid an amount (and therefore a part of the purchase
                  price)
                  of one hundred seventy-seven thousand and two Euro and twenty-five
                  eurocent (EUR 177,002.25) to Marrita Management, for which payment
                  Marrita
                  Management gives discharge to the Purchaser. The Purchaser remains
                  an
                  amount of three hundred seventy-five thousand Euro (EUR 375,000)
                  indebted
                  to Marrita Management under all such terms and conditions as sufficiently
                  known by and between Marrita Management and the
                  Purchaser.

              


      

    

    
      
        	
                2.4  

              	
                The
                  purchase price for the Van der Horst Beheer-Shares is five hundred
                  fifty-two thousand and two Euro and twenty-five eurocent (EUR 552,002.25).
                  The Purchaser has paid an amount (and therefore a part of the purchase
                  price) of one hundred seventy-seven thousand and two Euro and twenty-five
                  eurocent (EUR 177,002.25) to Van der Horst Beheer, for which payment
                  Van
                  der Horst Beheer gives discharge to the Purchaser. The Purchaser
                  remains
                  an amount of three hundred seventy-five thousand Euro (EUR 375,000)
                  indebted to Van der Horst Beheer under all such terms and conditions
                  as
                  sufficiently known by and between Van der Horst Beheer and the
                  Purchaser.

              


      

    

    
       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      Article
        3. Warranties, guarantees and declarations of the Sellers.

    

    
      
        	
                3.1

              	
                The
                  Sellers warrant to the Purchaser that, on this day, the following
                  is
                  correct: 

              


      

    

    
      
        	
                 

              	
                a.

              	
                the
                  Company is a private company with liability company (besloten vennootschap
                  met
                  beperkte aansprakelijkheid) under Dutch law, incorporated by
                  notarial deed executed before P.A.L. van der Horst, civil law notary
                  in
                  Eindhoven, the Netherlands, on the twenty-seventh day of April
                  nineteen
                  hundred and ninety; the Articles of Association of the Company
                  were last
                  amended by notarial deed executed before 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
                  17068055; 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 three hundred and twenty
                  thousand (320,000) registered shares and is divided into ninety-six
                  thousand (96,000) ordinary shares and two hundred and twenty-four
                  thousand
                  (224,000) preferred shares, with a nominal value of one Euro (EUR
                  1) each,
                  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.

              	
                (i)

              	
                Handelsonderneming
                  Huco has a complete and unencumbered right to the Handelsonderneming
                  Huco-Shares; 

              


      

    

    
      
        	
                 

              	
              	
                (ii)

              	
                International
                  Dutch Management Holding has a complete and unencumbered right
                  to the
                  International Dutch Management Holding-Shares;


              


      

    

    
      
        	
                 

              	
                (iii)

              	
                Marrita
                  Management has a complete and unencumbered right to the Marrita
                  Management-Shares; 

              


      

    

    
      
        	
                 

              	
                (iv)

              	
                Van
                  der Horst Beheer has a complete and unencumbered right to the Van
                  der
                  Horst Beheer-Shares; 

              


      

    

    
      
        	
                 

              	
                g.

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

              


      

    

    
      
        	
                 

              	
                h.

              	
                the
                  Sellers have 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 Sellers hereby represent, warrant and guarantee to the Purchaser
                  that
                  on this day (i) the attached balance sheet of the Company dated
                  the
                  thirtieth day of June 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 Sellers warrant and guarantee 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
                  thirtieth
                  day of June two thousand and seven; save as disclosed in the attached
                  Closing Accounts, there are no matters which may give rise to any
                  liability of the Company. Each of the Sellers 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.


              


      

    

    
      
        	
                 

              	
                Each
                  of the Sellers hereby undertakes to completely 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 the Sellers hereunder.


              


      

    

    
      
        	
                3.3

              	
                Each
                  of the Sellers hereby – jointly and severally – guarantees and warrants to
                  the Purchaser the guarantees and further declarations as laid down
                  in the
                  contract of sale between the Company and the Purchaser dated the
                  thirty-first day of July two thousand and seven, a copy of which
                  will be
                  attached to this deed (Annex).
                  Consequently, all guarantees and further declarations as laid down
                  in the
                  aforementioned contract of sale should read as granted and guaranteed
                  by
                  each of the Sellers (directly) to the Purchaser in respect of the
                  registered properties that are held by the Company. Each of the
                  Sellers
                  furthermore especially guarantees that the Company has satisfied
                  all its
                  obligations with respect to any lease agreement in connection with
                  the
                  registered properties that are held by the Company, including but
                  not
                  limited to the installation of partitioning walls, intercom installations
                  and fire hoses under the lease agreement with Willis B.V.
                  

              


      

    

    
      
        	
                 

              	
                In
                  the event of a breach of any of the Sellers’ aforementioned guarantees and
                  further declarations (as granted in this Article 3.3), each of
                  the Sellers
                  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. 

              


      

    

    
      
        	
                3.4

              	
                The
                  Sellers declare to have acquired the Shares by deed of sale and
                  transfer
                  of shares, executed before A.P. van Lidth de Jeude, civil law notary
                  at
                  Amsterdam, on the fourth day of June two thousand two, such in
                  conjunction
                  with the Deed of Amendment. 

              


      

    

    
      
        	
                3.5

              	
                The
                  Sellers declare that the share transfer restrictions (also referred
                  to as
                  the 'blocking clause') referred to in Article 9 of the Company's
                  Articles
                  of Association have – as far as possible – been complied with, as
                  evidenced by the respective powers of attorney from the Sellers,
                  which
                  powers of attorney have been attached to this deed (Annexes).
                  

              


      

    

    
       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

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

    

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

              


      

    

    
      
        	
                4.3
                  

              	
                The
                  Sellers 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
                  Sellers represent and guarantee 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 Sellers are 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
                  Sellers have disclosed fully and completely all facts, circumstances
                  and
                  has submitted to 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 their 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
                  their
                  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.
                  

              


      

    

    
       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      Article
        5. Duty of notice.

    

    
      Each
        of
        the Sellers 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 a 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
        6. Nachgründung.

    

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

    

    
      Article
        7. Costs.

    

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

    

    
      Article
        8. Rescission (ontbinding).

    

    
      The
        Sellers 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.

    

    
      Resolution

    

    
      One (1)
        shareholder’s
        resolution has been attached to this deed (Annex), 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 six (6)
        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 two
        minutes.

    


    
      
        
        

      

      
        5