f8k0801_x105-riic.htm


    DEED
      OF TRANSFER

    Subject:
      Sloterweg 22 in Badhoevedorp

    


    


    Today,
      Twenty-Seven December Two Thousand and Seven, appeared before me, Jan Hens
      Derkman, junior civil-law notary, hereafter called: "notary", acting as
      substitute of Frank Robert Sterel, civil-law notary practising in
      Amsterdam:

     

    
      	
              1.

            	
              Mr
                Christian Peter Neef, having domicile in this matter at Paasheuvelweg
                16,
                1105 BH Amsterdam, born in Arnhem on Two July Nineteen Hundred and
                Seventy-Five, acting in this matter with the written authority of:
                

            


    

    
      	
               

            	
              Mr
                Nielkanth Baldewpersad
                Tewarie, residing at Westerweg 61-A, 1446 AE Purmerend, born in
                District Nickerie (Surinam) on Ten May Nineteen Hundred and Fifty-Seven,
                holder of passport number NE3043179, issued in Amsterdam on Nineteen
                May
                Two Thousand and Three, married, hereafter also called: "the seller";
                

            


    

    
      	
              2.

            	
              Mrs
                Lonneke Nienke Beens, having domicile in this matter at Paasheuvelweg
                16,
                1105 BH Amsterdam, born in Nederhorst den Berg on Six September Nineteen
                Hundred and Seventy-Three, acting in this matter with the written
                authority of: 

            


    

    
      	
               

            	
              the
                private limited company: 

            


    

    
      	
               

            	
              Royal
                Invest Europe B.V.
                (at the time of said contract of sale called "Wah King Properties
                B.V."), having its registered office in Amsterdam, maintaining
                offices at Ditlaar 7, 1066 EE Amsterdam (postal address: Postbus
                75139,
                1070 AC Amsterdam), registered in the trade register of the Chamber
                of
                Commerce and Factories for Amsterdam under file number 34130365,
                hereafter
                also called: "the
                buyer". 

            


    

     

    AUTHORITY

     

    The
      aforementioned authority is evidenced by two (2) private deeds which are
      attached to this deed.

    The
      appearing persons, acting as aforementioned, stated:

     

    
      	
              A.

            	
              CONTRACT
                OF SALE,
                TRANSFER, REGISTRABLE PROPERTY

            


    

    
      	
               

            	
              According
                to a contract of sale which is attached to this deed and which will
                hereafter be called "the contract of sale", dated Sixteen February
                Two
                Thousand and Seven, the seller has sold and transfers on the basis
                thereof
                to the buyer, who has purchased and hereby accepts:
                

            


    

    
      	
               

            	
              the
                office building with parking spaces, subsoil and adjacent land and
                further
                appurtenances, locally known as Sloterweg 22 in
                Badhoevedorp
                (post code: 1171 CR), registered with the land registry as municipality
                of
                Haarlemmermeer, section H number 3348, two ares ninety-five
                centiares (2.95 a) in size, number 3140, twelve
                ares ten
                centiares (12.10 a) in size, number 5302, being
                six ares
                twenty-three centiares (6.23 a) in size, number 8124, being
                sixty
                centiares (0.60 a) and number 9209, being
                fifty-eight
                centiares (0.58 a) in size, 

            


    

    
      	
               

            	
              hereafter
                jointly called: "the seller". 

               

            


    

    
      	
              B.

            	
              ACQUISITION
                BY THE
                SELLER

            


    

    
      	
               

            	
              The
                seller acquired the property by the registration at the office of
                the Land
                Registry and Public Registers in Amsterdam on Six December Two Thousand
                and Four in register Mortgages 4, part 19089 number 189 of a copy
                of a
                deed of transfer, executed on Three December Two Thousand and Four
                before
                me, notary, in which deed receipt and discharge is granted for the
                payment
                of the purchase price. 

               

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              C.

            	
              PURCHASE
                PRICE

            


    

    
      	
               

            	
              The
                purchase price is: three
                million six hundred fifty-eight thousand seven hundred eighty-nine
                euros
                and twelve euro cents (€ 3,658,789.12).

               

            


    

    
      	
              D.

            	
              COSTS

            


    

    
      	
               

            	
              The
                notary costs and the land registry fees owed in relation to the transfer
                of legal title to the registrable property and the VAT owed over
                those
                costs are at the buyer's expense. 

            


    

    
      	
               

            	
              The
                transfer tax, if such is owed, is at the buyer's expense.
                

            


    

    
      	
               

            	
              The
                parties have agreed that the VAT disadvantage which the seller suffers
                as
                a result of the exempted lease to the municipality is at the buyer's
                expense. 

            


    

    
      	
               

            	
              This
                amount, the settlement of VAT loss in the amount of one hundred one
                thousand and ten euros (€ 101,010) has been paid by the buyer by deposit
                on an account of myself, notary; the seller grants the buyer receipt
                and
                discharge in this respect. 

               

            


    

    
      	
              E.

            	
              PROVISIONS

            


    

    
      	
               

            	
              This
                return transfer is effected on the same conditions as set out in
                the deed
                of transfer described above under B., including:
                

            


    

    
      	
               

            	
              Article
                1

            


    

    
      	
               

            	
              The
                seller guarantees his authority to sell and transfer.
                

            


    

    
      	
               

            	
              Article
                2

            


    

    
      	
               

            	
              The
                seller is obliged to transfer title to the buyer which:
                

            


    

    
      	
               

            	
              a.
                is unconditional and is not subject to qualification, dissolution
                or any
                cancellation whatsoever; 

            


    

    
      	
               

            	
              b.
                is not encumbered with charges and/or mortgages or with registrations
                thereof, or with other qualified rights, other than as set out hereafter;
                

            


    

    
      	
               

            	
              c.
                is not encumbered with restrictive covenants;


            


    

    
      	
               

            	
              d.
                is not encumbered with other special burdens and restrictions.
                

            


    

    
      	
               

            	
              Article
                3

            


    

    
      	
               

            	
              If
                the above-mentioned size of the registrable property or the further
                description thereof is not correct or is not complete, neither the
                seller
                nor the buyer can derive rights therefrom.


            


    

    
      	
               

            	
              Article
                4

            


    

    
      	
               

            	
              The
                registrable property is accepted in the condition in which it finds
                itself
                today. This condition may not be less than the condition the registrable
                property found itself in on Three December Two Thousand and Four
                other
                than due to actions of the seller and subject to normal wear and
                tear.
                

            


    

    
      	
               

            	
              Article
                5

            


    

    
      	
               

            	
              The
                registrable property is accepted today subject to the current leases,
                with
                which the parties are familiar so that no further description thereof
                is
                required. 

            


    

    
      	
               

            	
              As
                of the time of signing of this deed the buyer bears the risk in the
                registrable property. 

            


    

    
      	
               

            	
              Article
                6

            


    

    
      	
               

            	
              As
                of today the costs and benefits of the registrable property are at
                the
                expense and for the benefit of the buyer.


            


    

    
      	
               

            	
              Article
                7

            


    

    
      	
               

            	
              The
                title deeds and documents referred to in Article 7:9 of the Dutch
                Civil
                Code relating to the registrable property have been given to the
                buyer
                insofar as the seller had possession thereof.


            


    

    
      	
               

            	
              Article
                8

            


    

    
      	
               

            	
              All
                claims which the seller can or will be able to enforce in respect
                of third
                parties, including builders, (sub)contractors, installers and suppliers,
                and the rights from any premium schemes and guarantee certificates
                pass to
                the buyer. Insofar as these claims cannot be deemed rights in rem
                as
                referred to in Article 6:251 of the Dutch Civil Code and insofar
                as these
                claims are transferable, the seller hereby transfers these claims
                to the
                buyer, who accepts them, without the seller being bound to pay any
                indemnity. 

            


    

    
      	
               

            	
              The
                buyer is currently authorised to effect the aforementioned transfer
                by
                informing the relevant parties thereof.


            


    

    
      	
               

            	
              Article
                9

            


    

    
      	
               

            	
              Insofar
                as there has been no deviation therefrom in this deed, the conditions
                agreed between the parties prior to the execution of this deed will
                continue to apply, and it is explicitly stipulated that no dissolving
                conditions can now be invoked. 

               

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              F.

            	
              DESCRIPTION
                OF SPECIAL
                BURDENS AND RESTRICTIONS

            


    

    
      	
               

            	
              With
                regard to known special burdens and restrictions relating to the
                registrable property, reference is made in this respect to the deed
                of
                transfer referred to under B., in which it is set out verbatim:
                

            


    

    
      	
               

            	
              "Special
                reference is made in
                this respect to the provisions occurring in a deed of transfer, executed
                on Ten December Nineteen Hundred and Fifty-Three before the civil-law
                notary P. Meijer, at that time practising in Amsterdam, a copy of
                which
                was registered at the office of the Land Registry and Public Registers
                in
                Haarlem, now Amsterdam, in the register Mortgages 4 on the same day
                in
                part 209 number 79, in which the following, inter alia, is set out,
                verbatim:

            


    

    
      	
               

            	
              The
                easement is hereby
                stipulated, that no structures of any nature or composition whatsoever
                will be established or held on the servient land, whereby the servient
                land is the plot of land hereby sold – with the exception of a strip of
                land forming part of this plot, situated between Pelikaanstraat and
                an
                imaginary line, forming the extension in north-westerly direction
                of the
                land registry boundary between the plot of land sold in this deed
                and the
                plot of land registered with the land registry as municipality of
                Haarlemmermeer, section R number 4183 as servient land, and on behalf
                of
                the plots registered with the land registry as municipality of
                Haarlemmermeer, section M numbers 4187, 4188 and 4190 (Pelikaanstraat
                numbers 28, 26 and 22), property of the seller, as dominant land."
                

            


    

    
      	
               

            	
              Insofar
                as the above provisions include obligations which the seller is obliged
                to
                impose on the buyer, he hereby does so and these obligations are
                hereby
                accepted by the buyer. 

            


    

    
      	
               

            	
              Insofar
                as the matter relates to rights which have been stipulated on behalf
                of
                third parties, these rights are hereby accepted by the seller on
                behalf of
                such third parties. 

               

            


    

    
      	
              G.

            	
              EXPLICIT
                ACCEPTANCE

            


    

    
      	
               

            	
              The
                buyer explicitly accepts the above-mentioned special burdens and
                restrictions. 

               

            


    

    
      	
              H.

            	
              CANCELLATION
                OF
                MORTGAGE REGISTRATIONS

            


    

    
      	
               

            	
              The
                parties hereby authorise each of the employees affiliated with the
                office
                of myself, notary, if necessary to accept the relinquishing of mortgage
                rights on their behalf, insofar as such might still be registered
                in
                respect of the property at the expense of parties other than the
                buyer and
                furthermore to do everything that is necessary in this matter.
                

               

            


    

    
      	
              I.

            	
              CANCELLATION
                OF
                REGISTERED CONTRACT OF SALE

            


    

    
      	
               

            	
              The
                above transfer will be effected to perform the contract of sale which
                is
                registered at the aforementioned office of the Land Registry and
                Public
                Registers on Twenty February Two Thousand and Seven in register Mortgages
                4, part 51709 number 117, which registration can therefore be cancelled.
                

               

            


    

    
      	
              J.

            	
              ELECTION
                OF
                DOMICILE

            


    

    
      	
               

            	
              With
                regard to the transfer of the property and the fiscal consequences
                thereof
                domicile is elected at the office of the custodian of this deed.
                

               

            


    

    
      	
              K.

            	
              RECEIPT
                AND
                DISCHARGE

            


    

    
      	
               

            	
              The
                buyer has paid the purchase price by deposit on an account of myself,
                notary; the seller hereby grants the buyer receipt and discharge
                in this
                respect. 

               

            


    

    
      	
              L.

            	
              VAT/TRANSFER
                TAX

            


    

    
      	
               

            	
              The
                seller (as entrepreneur known to the Turnover Tax Inspectorate in
                Zaandam
                under number: NL1208.43.572.B01) and the buyer (as entrepreneur known
                to
                the Turnover Tax Inspectorate in Hoofddorp under number NL8087.96.951.B01)
                have today presented an application to the competent VAT inspectors
                for
                cancellation of the exemption from VAT in respect of this transfer
                pursuant to Article 11 Paragraph 1.a.2 of the Turnover Tax Act 1968,
                which
                appears from the attached option application.


            


    

    
      	
               

            	
              The
                parties have applied for cancellation of the exemption from VAT for
                this
                transfer pursuant to Article 11 Paragraph 1.a.2 of the Turnover Tax
                Act
                1968 with regard to the parts of the property, being:
                

            


    

    
      	
               

            	
              -
                the basement; encompassing six hundred and forty (640 m2) square
                metres,
                

            


    

    
      	
               

            	
              -
                the ground floor; encompassing fifty-two (52 m2) square metres,
                

            


    

    
      	
               

            	
              -
                the first and second floor; each encompassing six hundred and eighty
                (680
                m2) square metres. 

            


    

    
      	
               

            	
              No
                application has been presented for cancellation of the exemption
                from VAT
                for this transfer pursuant to Article 11 Paragraph 1.a.2 of the Turnover
                Tax Act 1968 with regard to the part of the building situated on
                the
                ground floor, encompassing six hundred and twenty-eight (628 m2)
                square
                metres. 

            


    

    
      	
               

            	
              The
                total floor area of the building encompasses in total two thousand
                six
                hundred and eighty (2680 m2) square metres.


            


    

    
      	
               

            	
              On
                the basis of the above VAT is owed over a two thousand fifty-two/two
                thousand six hundred and eightieth (2052/2860th)
                share of the purchase price being two million
                eight
                hundred one thousand four hundred and thirty-one euros (€
                2,801,431). 

            


    

    
      	
               

            	
              The
                VAT owing is at the buyer's expense, this VAT is not included in
                the
                aforementioned purchase price. 

            


    

    
      	
               

            	
              As
                the VAT transfer scheme applies, the buyer will pay the VAT directly
                on a
                return to the Tax Receiver. 

            


    

    
      	
               

            	
              No
                VAT is owed
                over a part of the purchase price of eight hundred fifty-seven thousand
                three hundred and fifty-eight euros (€ 857,358). Pursuant to the
                provisions of Article 15 Paragraph 1.a of the Taxation of Legal
                Transactions Act transfer tax is owed over the purchase price of
                the
                property, as the seller has used the property as business premises
                and the
                buyer can deduct the VAT in whole or in part pursuant to Article
                15 of the
                Turnover Tax Act 1968. 

            


    

    
      	
               

            	
              The
                transfer tax is owed over the purchase price.


            


    

    
      	
               

            	
              Consequently
                transfer tax of two hundred nineteen thousand five hundred and twenty-five
                euros (€ 219,525) is owed in respect of this transfer. 

               

            


    

    
      	
              M.

            	
              SPECIAL
                STATEMENTS OF
                THE BUYER IN CONNECTION WITH ARTICLE 2:204c OF THE DUTCH CIVIL CODE

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              Appearing
                person 2 states in connection with the provisions of Article 2:204c
                of the
                Dutch Civil Code that the property sold by the buyer in this deed
                was
                purchased more than two years after the buyer's first registration
                in the
                trade register. 

            


    

     

    The
      appearing persons are known to me, notary.

    This
      deed
      was executed in one original copy in Amsterdam on the date set out at the
      beginning of this deed.

    After
      summarising the contents of this deed and after explaining the contents to
      the
      appearing persons, the appearing persons unanimously stated to have taken note
      of the contents of this deed in due time and to agree to said contents.

    Immediately
      after a summary recitation this deed was signed by the appearing persons and
      me,
      notary at 2.10 p.m.