f8k0801_x107-riic.htm


    DEED
      OF
      TRANSFER OF OWNERSHIP

     

    Today,
      the twenty-seventh of December two thousand and seven, there appeared before
      me,
      Theodor Franciscus Hubertus Reijnen L.L.M., civil-law notary practising
      in  Haarlemmermeer:

    Ms
      Elisabeth Johanna Maria van  de Graaf-Blaas, a member of staff
      employed with me, civil-law notary, having the office address of 2132 DX
      Hoofddorp, Boslaan 4, born in Amsterdam on the twentieth of February nineteen
      hundred and sixty-six;

    acting
      in
      this matter as the written attorney, such as is apparent from a private power
      of
      attorney attached to this deed, of :

    Mr
      Lambertus Josephus Cornelius Maria Kassing, residing at 3981 AH Bunnik,
      Schoudermantel 52, born in Utrecht on the tenth of July nineteen hundred and
      sixty-five, unmarried and not registered as a partner, holder of a Dutch driving
      licence with number 3197901295, issued in Bunnik on the
      seventh of January two thousand and two, acting in this matter in his capacity
      of a director authorised to independently represent of:

    the
      foundation Stichting Administratiekantoor Thomas, with its registered office
      in  Maarssen, having its place of business in 2231 HV Rijnsburg,
      Brouwerstraat 138C, registered in the trade register of the Chamber of Commerce
      and Industry for Utrecht and District under file number 30213297, which on
      the
      issuance of the power of attorney acted:

    
      	
               

            	
              a.

            	
              1.

            	
              insofar
                as there is no (indirect) conflict of interests as referred to in
                Article
                256 Book 2 of the Dutch Civil Code, as a director authorised to represent
                independently of: 

            


    

    
      	
               

            	
              the
                private company with limited liability FVG
                B.V., with its registered office in Amsterdam, having its place
                of
                business at 1067 SX Amsterdam, Osdorperweg 518 E, registered in the
                trade
                register of the Chamber of Commerce and Industry for Amsterdam under
                file
                number 33242164, 

            


    

    
      	
               

            	
              hereinafter
                to be referred to as the "the seller";
                and
                

            


    

    
      	
               

            	
              2.

            	
              insofar
                as there is a(n) (indirect) conflict of interests as referred to
                in
                Article 256 Book .2 of the Dutch Civil Code, as a person designated
                by the
                general meeting of shareholders of the seller;


            


    

    
      	
               

            	
              b.

            	
              1.

            	
              insofar
                as there is no (indirect) conflict of interest as referred to in
                Article
                256 Book 2 of the Dutch Civil Code, as a director authorised to represent
                independently of: 

            


    

    
      	
               

            	
              the
                private company with limited liability: Machine
                Transport Midden-Nederland B.V., with its registered office Bunnik,
                having its place of business in 2231 HV Rijnsburg, Brouwerstraat
                138 C,
                registered in the trade register of the Chamber of Commerce and Industry
                for Utrecht and District under file number 30157069,
                

            


    

    
      	
               

            	
              hereinafter
                to be referred to as "the buyer";
                and
                

            


    

    
      	
               

            	
              2.

            	
              insofar
                as there is a(n) (indirect) conflict of interests as referred to
                in
                Article 256 Book 2 of the Dutch Civil Code, as a person designated
                by the
                general meeting of shareholders of the buyer.


            


    

    
      	
               

            	
              The
                afore-mentioned designations are apparent from the minutes attached
                to
                this deed (APPENDICES).

            


    

    
      	
               

            	
              The
                persons appearing declared as follows:


            


    

    PURCHASE

    On
      the
      twenty-sixth of June two thousand and seven, the seller and the buyer entered
      into a purchase agreement with regard to the registered property to be referred
      to hereinafter, among other things in connection with a supplementary purchase
      agreement.

    Among
      other things, the purchase agreement is apparent from a private deed, attached
      to this deed together with the afore-mentioned supplement (APPENDIX) and hereinafter to
      be referred to as "the
      purchase agreement".

    TRANSFER
      OF TITLE

    In
      order
      to execute the purchase agreement, the seller transfers to the buyer, who hereby
      accepts:

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    A
      DESCRIPTION OF THE
      REGISTERED PROPERTY

    
      	
               

            	
              The
                office and industrial premises together with the parcel of land on
                which
                the premise were erected, situated at 1216 SK Hilversum
                at
                Franciscusweg 10, recorded in the land register as the municipality
                of Hilversum, section H numbers 3109, 3096, 3097 and 3098, having
                an area
                of fifty-one ares and forty centiares (51 a and 44 ca)
                forty-four  ares and sixty-nine centiares
                (44 a and 69 ca), nine ares and seventy-eight
                centiares (9 a and 78 ca) and fifteen ares and
                forty-two centiares (15 a and 42 ca) respectively,
                

            


    

    hereinafter
      to be referred to as "the sold
      property".

    REGISTRATION
      OF THE
      PURCHASE

    The
      purchase was registered at the office of the Cadastre and Public Registers
      Agency in Apeldoorn on the twenty-eighth of June two thousand and seven in
      register Mortgages 4, part 52536 number 57, which registration will be
      invalidated by the registration of a copy of this deed.

    MOVABLE
      PROPERTY

    The
      seller and the buyer have not come to an agreement with regard to the movable
      property describe in the purchase agreement.

    PURCHASE
      PRICE

    The
      purchase price of the sold property is: EIGHTEEN MILLION SEVEN HUNDRED AND
      FIFTY
      THOUSAND EURO (€ 18,750,000.00), excluding nineteen
      percent  (19%) value added tax over the sold property, which sum has
      been paid to the seller by the buyer.

    VALUE
      ADDED TAX

    The
      seller and the buyer have been made a joint request to opt for transfer of
      the
      sold property subject to Dutch VAT.

    This
      value added tax is at the expense of and will be paid by the buyer.

    The
      Dutch
      VAT identification number of the seller is NL0085.63.664.B.01  and the
      VAT identification number of the buyer is NL8078.87.432.B.01.

    TRANSFER
      TAX

    With
      regard to the acquisition established in this deed, the exemption mentioned
      in  Article 15 paragraph 1 under h of the Legal Transactions Taxation
      Act [Wet op Belastingen van
      Rechtsverkeer] is invoked in view of the fact that an internal
      regorganisation is hereby concerned of a company forming part of a group, giving
      exemption of the acquisition from the payment of transfer tax.

    DISCHARGE

    The
      buyer
      has paid the purchase price and that further owed by him as is apparent from
      the
      purchase agreement and this deed by means of the payment of a sum into a
      designated account in the name of Schoemakers, Reijnen en Takken, to be paid
      out
      in the manner as stated in the purchase agreement.

    The
      seller hereby discharges the buyer with regard to this payment.

    PRIOR
      ACQUISITION

    The
      seller, at that time named Faijdhere Vastgoed Ontwikkeling B.V.,
      acquired:

    the
      sold
      property for the limited partnership Franciscus C.V., with its
      place of business in 1067 SX Amsterdam, Osdorperweg 518 E, registered in the
      trade register of the Chamber of Commerce and Industry for Amsterdam under
      file
      number 34127854,  by registration in the office of the Cadastre and
      Public Registers Agency in Apeldoorn (at that time Amsterdam) on the
      twenty-fourth of December nineteen hundred and ninety-nine in the Register
      of
      Mortgages 4, part 16309, number 2 of a copy of a deed concerning the
      contribution made to in Franciscus C.V., containing the declaration of the
      seller that that stipulated in Article 204c of the Dutch Civil Code was not
      applicable, executed before Master A.P. van Lidth de Jeude L.L.M., civil-law
      notary practicing in Amsterdam on the twenty-fourth of December nineteen hundred
      and ninety-nine.

    By
      a deed
      of amendment of the articles of association executed on the fourteenth of
      November two thousand and three before Master A.P. van Lidht de Jeude L.L.M.,
      civil-law notary in Amsterdam, the name of the private company with limited
      liability Faijdhere Vastgoed Ontwikkeling B.V. was changed to FVG B.V.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    PROVISIONS
      OF THE PURCHASE
      AGREEMENT

    Insofar
      as this deed does not explicitly state otherwise, the purchase and the transfer
      are subject to the provisions stated in the purchase agreement,
      including:

    Article
      1

    Costs

    The
      costs
      of the transfer of title of the sold property are at the expense of the
      buyer.

    Article
      2

    Transfer
      obligations, legal
      and actual state.

    
      	
              1.

            	
              The
                seller transfers to the buyer the ownership of the sold property
                that:
                

            


    

    
      	
               

            	
              a.

            	
              is
                unconditional and is not subject to deductions, dissolution or any
                annulment whatsoever; 

            


    

    
      	
               

            	
              b.

            	
              is
                unencumbered by attachments or mortgage rights or the registration
                thereof, or any other limited rights;


            


    

    
      	
               

            	
              c.

            	
              is
                unencumbered by qualitative obligations;


            


    

    
      	
               

            	
              d.

            	
              is
                unencumbered by other extraordinary liabilities and limitations.
                

            


    

    
      	
              2.

            	
              The
                ownership of the sold property is hereby transferred by the seller
                to the
                buyer, who accepts this ownership and to whom this ownership is passed
                encumbered by lease as stated in the purchase agreement, as soon
                as the
                lessee(s) concerned has/have acknowledged the transfer of title or
                as soon
                as the transfer of title has been communicated to him/them by the
                seller
                or the buyer. 

            


    

    The
      seller declares that with regard to the lease agreement with Carrara
      Projectontwikkeling B.V. concerning the sold property, the seller is obliged
      to
      contribute to the costs of the realisation – sufficiently known to the parties
–  of lessee’s facilities up to a maximum sum of five hundred thousand
      Euro (€ 500,000.00).

    The
      buyer
      declares to have knowledge hereof.

    The
      seller hereby guarantees the buyer that the afore-mentioned lessee’s facilities
      have been realised or as the case may be completed and hereby indemnifies the
      buyer with regard to all demands and/or claims with regard hereto.

    Article
      3

    Income
      and expenditure,
      risk.

    As
      of
      today, the income of the buyer will benefit the buyer, the costs will be at
      his
      expense and he will bear the risk of the sold property.

    Article
      4

    Title
      deeds and
      documents.

    If
      and
      insofar as these were in the possession of the seller, the title deeds and
      documents applicable to the sold property as referred to in  Article
      7:9 of the Dutch Civil Code have been passed on to the buyer.

    Article
      5

    Claims.

    Insofar
      as the transfer of title thereof has not already taken place the seller hereby
      transfers to the buyer, who accept them, all claims referred to in the purchase
      agreement that the seller can currently make vis-à-vis third parties, including
      architects, constructors, builders, contractors,
      subcontractors,  installers and/or suppliers of the sold property (and
      the movable property sold together with it), or (a) part(s) therein/thereof,
      as
      well as the rights derived from any  contribution scheme, guarantee
      arrangements and guarantee certificates, all insofar as these arrangements
      are
      transferable without the seller being liable for any indemnification.

    The
      buyer
      is now authorised to realise the transfer of the rights concerned by notifying
      the persons vis-a-vis whom these rights can be exercised.

    Article
      6

    Acceptance
      of the
      extraordinary liabilities and limitations.

    The
      buyer
      explicitly accepts the extraordinary liabilities and limitations hereinafter
      mentioned in this deed, as well as those extraordinary liabilities and
      limitations flowing from the facts known to him or that could have been known
      to
      him based on his own investigations, insofar as such investigation can be
      required of him according to currently prevailing opinions.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    GUARANTEES

    The
      provisions of the purchase agreement and particularly the guarantees given
      by
      the parties in the purchase agreement will remain in force unimpaired, insofar
      as it is not explicitly stated otherwise and insofar as these can still be
      in
      force.

    RESOLUTORY
      CONDITIONS IN
      THESE AGREEMENTS

    All
      resolutory conditions that may have been agreed on in the purchase agreement
      or
      in further agreements related to the purchase have now ceased to have
      effect.

    Neither
      the seller nor the buyer can invoke a resolutory condition with regard to this
      purchase and transfer of tile.

    CANCELLATION
      OF THE
      REGISTRATION OF A MORTGAGE

    The
      parties authorise all members of staff employed at the office of me, civil-law
      notary, to accept if necessary on their behalf the waiving of mortgage rights
      insofar as these may still be registered with regard to the sold property at
      the
      expense of other parties than the buyer and furthermore to do all that which
      may
      be required with regard to this matter.

    VALUE
      ADDED TAX

    With
      regard to the value added tax requested by the parties, the seller declared
      to
      have continuously fully or virtually used the sold property for activities
      subject to Dutch VAT and to indemnify the seller for all consequences with
      regard to the indebtedness of (the repayment of) value added tax by the seller
      arising as a result hereof.

    FINAL
      DECLARATIONS

    The
      buyer
      declared the following:

    
      	
              -

            	
              that
                stipulated in Article 2:204 c of the Dutch Civil Code is not applicable
                in
                view of the fact that two years have passed since the first registration
                of the buyer in the trade register;


            


    

    
      	
              -

            	
              to
                have received the existing purchase agreements and any bank guarantees
                given by the lessees. 

            


    

    DOMICILE

    With
      regard to the implementation of this deed including the registration thereof
      in
      the public registers, and with regard to matters concerning transfer tax, the
      seller and the buyer choose domicile at the office of the custodian of this
      deed..

    FINAL
      STIPULATIONS

    The
      persons appearing are known to me, civil-law notary, and the identity of the
      persons or as the case may be parties appearing involved with this deed has
      been
      established by me, civil-law notary using the afore-mentioned documents.

    
      	
               

            	
              OF
                WHICH DEED,
                

            


    

    Executed
      in a single copy in Haarlemmermeer on the date hereinbefore mentioned.

    After
      the
      substance of this deed had been communicated and explained to the person
      appearing, he declared to have taken cognizance of the contents of this deed
      and
      not to require it to be read out in full.

    After
      its
      limited reading, this deed was signed by the person appearing and by me,
      civil-law notary at @