GENERAL TERMS AND CONDITIONS OF

SCHOUTE & DIK ADVOCATEN

1.       Executing firm

Executing firm is the civil partnership under Dutch law, Schoute & Dik Advocaten, with registered offices at  501 Strawinskylaan, 1077 XX Amsterdam (“WTC”), The Netherlands, hereinafter referred to as “the partnership”, the partners being private limited companies with limited liability. Said limited liability companies satisfy the requirements imposed upon them by the Netherlands Bar Association.

2.       Application of General Conditions

These general terms and conditions shall apply to every legal service in which the partnership, its individual partners (or their managing directors), or the employees of said partnership is engaged on behalf of its clients.

3.       Execution of legal services

In  the execution of legal services the partnership shall meet with all due care and attention the standards of competence to be expected from professional attorneys-at-law.

4.       Calling in of third parties

The partnership shall not be liable for the acts of any third party of whose assistance it avails itself in the rendering of services, without prejudice to the partnership’s obligation to exercise due care in the selection of such third parties, and to a reasonably feasible extent, to consult with the client concerning the engagement of third parties. The partnership shall not be under any obligation whatsoever to consult with clients concerning the engagement of such third parties as couriers, court servers, or the engagement of a local attorney of record (“procureur”) in another judicial district, should representation by a local attorney of record be a requirement by law.

5.       Fees

The partnership charges an hourly fee for services rendered, unless otherwise agreed in writing. The fees shall not be dependant upon the result of the execution of those legal services.

Unless agreed otherwise the partnership shall render a quarterly account for, according to their administration, hours spent and the costs incurred in the preceding quarter, which account shall include a fixed percentage covering general office expenses, as well as VAT.

As is common practice among law firms in the Netherlands the partnership reserves the right to demand a retainer for fees and costs and postpone the commencement of its legal services until said retainer has been paid by the client. The retainer serves as a deposit for future accounts. The retainer is determined by the partnership and shall be the equivalent of fees and costs (such as court registry fees, court server fees, local attorney of record fees etcetera) expected to be incurred in the next quarter. The partnership reserves the right to demand additional retainers, should the proportions of the services rendered  justify such demand.

6.       Term of payment

Accounts for services rendered by the partnership must be settled in Euro and paid without deductions or adjustments into the  bank accounts indicated by the partnership within the term of payment stated on the account and no later than 14 days after receipt of the account. Payments received  shall be booked to the account which is longest due.

7.       Account queries

Clients who have a query regarding a particular account should submit substantive arguments in writing as soon as possible and in any event not  later than 14 days after receipt of the account.

8.       Default on payment

Should an account not be settled within the term allowed, the client shall be considered to be in default by operation of law and without any further notice from the partnership being required.

In the event of default on payment the partnership is entitled to suspend or terminate legal services, without prejudice to its right to payment. Prior to any such suspension or termination however, the partnership shall set a reasonable period of time within which the client can make good payments and, in case of termination of  the legal services by the partnership, seek the services of another attorney-at-law.

9.       Interest and collection costs

In case of default on payment the partnership shall be entitled to charge an interest rate of 1% a month (or part of a month) over the outstanding amounts as of the due date until the day of full settlement.

Furthermore the partnership shall be entitled to compensation for any judicial and extrajudicial collection costs incurred. Extrajudicial costs shall be considered any reasonable costs incurred in out-of-court collection, as well as other costs qualifying for compensation under Article 6:96 of the Dutch Civil Code.

10.     Limitation of liability

Notwithstanding the provisions  of Articles 7:404, 7:409 and 7:422 (1)(b) of the Dutch Civil Code all services shall be considered to be rendered by the partnership, regardless of whether the services have been engaged with a view to a specific person.  Its partners, their managing directors and those persons employed by the partnership shall not be personally bound or liable, nor shall the engagement of legal services terminate as a result of the death, guardianship or bankruptcy of any of the said persons.

Any liability on the part of the partnership shall be limited to the proceeds available under the partnership’s professional liability insurance, increased by the amount of any possible deductible under such insurance.

11.     Applicable law and jurisdiction clause

The legal relationship between the partnership and those who engage its services shall be governed by the laws of the Netherlands. Any disputes arising out of this relationship shall be exclusively resolved by the competent courts in Amsterdam.

The Dutch text of these general terms and conditions is applicable in the event of any dispute.

12.     Registration of General Conditions

These general terms and conditions are filed at the Office of the District Court in Amsterdam.

Amsterdam, 1 October 2010