DRV Accountants & Adviseurs General terms and conditions Corporate Finance Versie

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1 Filed with the Rotterdam Chamber of Commerce in Rotterdam on 26 March 2009 under number Internet: Offices in: Rotterdam Hoofdweg 52 P.O. Box AN Rotterdam, Netherlands Telephone: +31(0) Fax: +31(0) Goes Stationspark 51 P.O. Box AC Goes, Netherlands Telephone: +31(0) Fax: +31(0) Breda Cosunpark 20 P.O. Box EB Breda, Netherlands Telephone: +31(0) Fax: +31(0) A General remarks In these General Terms and Conditions the following terms shall have the following meanings: 1. Activities: all activities to be performed and/or services to be provided by the Contractor that are the subject of an agreement or directly related thereto or arising there from, all in the broadest sense of the word and in any case comprising the activities referred to in the Contractor's engagement letter. 2. Agreement: any agreement concluded between the Client and the Contractor in writing or verbally whereby the Contractor undertakes to carry out activities. In case of a written agreement, such activities will be carried out in accordance with the engagement letter. 3. Client: the party entering into an agreement with the Contractor or expressing the wish or intention to that effect. 4. Contractor: DRV Corporate Finance B.V., in Rotterdam. 5. Documents: all items made available by the Client to the Contractor, including documents or information carriers, as well as all items produced by the Contractor resulting from the performance of the agreement, including documents or information carriers. 6. Engagement letter: the written confirmation of the agreement to be drawn up by the Contractor and to be signed for approval by the Client. B Applicability 1. These General Terms and Conditions shall apply to all agreements concluded by the Client with the Contractor, as well as to any modifications and/or additions to such agreements and all acts or legal acts on the part of the Contractor relating to such agreements whether regarding the preparation, conclusion or performance thereof. 2. Deviations from these General Terms and Conditions shall only be valid, in case of and insofar as agreed to in writing by the Client and the Contractor in the engagement letter. 3. Any application of the Client s general terms and conditions are expressly rejected by the Contractor. 4. The Contractor is entitled to modify these conditions at any time. The modified conditions shall apply as from the moment at which the Contractor has notified the Client in writing of the modification. 5. If any stipulation, which is part of these General Terms and Conditions or the agreement is null or nullified, the agreement otherwise continues to be valid, and the relevant stipulation shall be replaced by a stipulation reflecting the purport of the original stipulation in as much as possible. 6. The Client declares to respect any legal restrictions that may arise for the Contractor in the performance of the agreement, including but not limited to the Money Laundering and Terrorist Financing (Prevention) Act (Wwft) and any relevant professional rules and rules of conduct. C Commencement and duration of the agreement 1. Unless expressly agreed otherwise in writing, any agreement between the Client and the Contractor regarding the carrying out of activities, which cannot be deemed included in the activities agreed to in a previous agreement, shall apply as a separate agreement. 2. Each agreement shall only be concluded and shall only commence at such time as the engagement letter signed by the Client is received by the Contractor or when the Contractor commences the activities at the Client's request. Until the signed letter of agreement has been received by the Contractor, the Contractor reserves the right to assign its capacity elsewhere. The engagement letter is based on information provided by the Client to the Contractor at the time thereof. 3. The agreement shall come in lieu of, and shall replace all previous proposals, correspondence, arrangements or other communication, either written or verbal. 4. Each agreement shall be entered into for an indefinite period of time, unless the contents, nature or purport of the agreement are such that the agreement is concluded for a definite period of 1

2 time. 5. All of the Contractor's offers, including quotations, brochures, etc., are free of obligation. 6. Any offer on the part of the Contractor is revocable, regardless of whether the offer includes a term for acceptance. 7. All agreements are exclusively concluded and carried out by the Contractor. An engagement addressed to a person affiliated with the Contractor shall be deemed to have been granted to the Contractor without the person concerned being obliged to carry out the engagement himself or to be liable therefor. Application of Articles 404 and 407 paragraphs 2 of Book 7 of the Dutch Civil Code is expressly excluded. 8. If the agreement has been provided verbally or if the engagement letter has not or has not yet been received by the Contractor, this agreement will, if the Contractor commences the execution of the agreement at the Client's request, be deemed to have been concluded under application of these General Terms and Conditions. D Obligations on the part of the Client 1. The Client is obliged to provide the Contractor in a timely fashion in the required form and in the required manner with all documents that the Contractor needs in its judgement to carry out the agreement correctly. 2. The Client is obliged to inform the Contractor forthwith of facts and circumstances that may be of importance in connection with the correct performance of the engagement. 3. The Client shall vouch for the accuracy, completeness and reliability of the documents provided to the Contractor, even if such documents originate from third parties. 4. Insofar as the Client fails to meet its obligations under the provisions set out above under D 1, 2 and 3, such shall be at the Client's own risk. 5. If the Contractor so requests for the performance of the engagement, the Client shall provide the Contractor free of charge with a designated work space at its location with telephone connection and, if required, a fax and/or data network connection. 6. The Contractor and the Client may communicate with each other electronically. Both the Contractor and the Client acknowledge that risks may be involved in the use of electronic means of communication. The Contractor and the Client hereby confirm that they will not hold each other liable for any resultant damage or losses. In the event of doubt as to the contents of any electronic communication, the contents will be determined as being those in the data extracts from the Contractor's systems. E Execution of the engagement 1. The Contractor shall carry out the engagements to the best of its knowledge and abilities in accordance with the requirements of good practices. In respect of the intended activities the Contractor is under an obligation to perform to the best of its ability. 2. The Contractor is entitled to replace persons from its organisation who are charged with the performance of an agreement by other persons from its organisation, provided that these have the same or equal qualifications. 3. The Contractor is entitled to make use of third parties in the performance of an agreement. 4. Deadlines for conclusion of activities shall be considered final only if such has been agreed to explicitly. If the agreement includes a term of performance for the activities, the Contractor shall, if such term is exceeded, not be in default until the Contractor has been given notice of default by the Client in writing, stating a reasonable term within which performance of the agreement still is to be effected, and performance within such term is not forthcoming. The Contractor shall in no event be liable for compensation for exceeding a deadline. 5. The Contractor has the right to suspend the performance of the agreement if the Client fails to fulfil its obligations under the Clauses of D 1, 2 and 3. Insofar as the performance of the agreement is delayed as a consequence thereof, such shall be at the Client's risk. 6. The Client has an independent duty to comply with the applicable rules and regulations in the field of personal data protection. The Contractor cannot be held liable for any failure by the Client to comply with such rules and regulations. 7. Notwithstanding the provisions of the agreement, the Contractor may be obliged under its duty of care, whether in law or otherwise in rules and regulations, to perform additional work. In such case, the Contractor will be entitled to charge for such additional work even if the Client has not explicitly granted prior permission for such work. 8. On completion of activities the Contractor may issue written advice or confirm verbal advice in writing or give a verbal presentation. Written advice prevails on completion of activities, also in respect of interim advice and/or presentations. If the Client wishes to base himself on verbal advice and/or presentations, the Client is to inform the Contractor thereof, following which the Contractor will confirm such in writing. 9. The Contractor is not obliged to update advice and/or presentations as a result of events occurring after completion of the activities. 10. The advice and/or presentations, predictions, recommendations and the like given by the Contractor as part of the activities shall, on no 2

3 account whatsoever, be able to be construed as a guarantee in respect of events or circumstances, or future events or circumstances. F Force majeure 1. If the Contractor fails to fulfil, is late in fulfilling or cannot properly fulfil its obligations under the agreement as a result of events which cannot be attributed to him, including but not limited to, employee illness, computer network failures and other interruptions in the normal course of affairs within its company, such obligations will be suspended until such time as the Contractor is capable of fulfilling these in the agreed manner. 2. The Client has the right, in case of a situation referred to in the first paragraph, to terminate the agreement in writing, in whole or in part and with immediate effect. G Confidentiality and exclusivity 1. The Contractor is obliged to observe confidentiality vis-à-vis third parties not involved in the performance of the agreement, except for obligations imposed by law, or an authorised government agency to disclose certain information. 2. Subject to the Client s written approval, the Contractor shall not be entitled to use the confidential information made available to the Contractor by the Client for a purpose other than for which it was obtained. An exception will be made to this, however, in case the Contractor acts for himself in disciplinary, civil or penal proceedings in which such information may be of importance. 3. The Contractor is entitled to use the statistical results obtained from processing the numerical information for statistical or comparative purposes, provided such results cannot be traced back to individual Clients. 4. Except for that set forth in the preceding paragraph, the Contractor is not entitled to use the information which has been made available to him by the Client for a purpose other than that for which it was obtained. 5. The Client is not allowed to disclose to third parties the contents of reports, advice or other expressions of the Contractor, whether written or otherwise, subject to the Contractor's prior written approval. 6. If not considered in breach of the above, the Contractor is entitled to outline the activities carried out for (potential) clients of the Contractor and such only as a guide to the experience of the Contractor. H Intellectual property 1. The Contractor reserves all rights to intellectual products which he uses or has used under the performance of the agreement with the Client, insofar as rights may exist or may be established on such products in a legal sense. 2. The Client is expressly prohibited without the Contractor's prior written consent, to furnish, reproduce, disclose or exploit such products, including but not limited to computer programs, system designs, procedures, advice, (sample) contracts and other intellectual products to third parties, whether by calling in third parties or otherwise. The Client has the right to reproduce written documents for use within its own organisation, insofar as such is in keeping with the purpose of the assignment. If the engagement is terminated prematurely, the above shall apply mutatis mutandis. I Fee 1. The engagement letter shall state the rates and cost estimates based thereon. It shall also state whether reproduction costs, travel time, travelling and lodging and other engagement-related costs are included. 2. The Contractor's fee may consist of a predetermined amount per agreement and/or may be calculated on the basis of rates per Contractor time unit, and shall be charged when activities have been carried out by the Contractor for the Client. 3. If no fixed amount has been agreed, the Contractor's fee shall be calculated on the basis of rates per time unit. 4. If a fixed amount has been established per agreement, the Contractor shall be entitled to charge a rate for each time unit required in addition to this, if and insofar as the activities exceed the activities foreseen in the agreement, which will then also be charged to the Client. 5. The Contractor has the right to adjust the rates agreed to in an agreement in the interim in keeping proportionately with changes made by the Contractor in its basic rates, either as periodic changes or otherwise. 6. Any interim changes in wages and costs which force the Contractor to adjust its rates or to adjust other above-mentioned expenses, will be passed on to the Client. 7. All rates are excluding VAT and any other levies imposed by the government. These will be charged separately. J Payment 1. Payment of the amount invoiced to the Client is to be made within 30 days from date of invoice. Payment is to be made in the invoiced currency, by transfer to the credit of a bank account designated by the Contractor and without any right to discount or set-off. Any objections to the 3

4 amounts of the invoices submitted shall not suspend the Client's payment obligation. 2. If the Client fails to pay within the abovementioned term, or has paid in deviation of a term agreed on between the parties in writing, the Client shall, on expiry of such term immediately be in default by operation of law and shall owe from that moment, without any further warning or notice of default being required, the statutory interest over the invoiced amount until the date on which payment is made in full, all this without prejudice to the Contractor's further rights. 3. All costs resulting from judicial as well as extrajudicial collection of the claim shall be borne by the Client. The extrajudicial costs have been set at 15% of the amount due at least, with a minimum of EUR 250. The legal costs shall not be limited to the costs of the proceedings to be settled, and the costs actually incurred by the Contractor shall be borne completely by the Client, if the Client is, for the most part, declared at fault. 4. The Contractor has the right at all times to demand that the Client forthwith provide security or additional security in a form to be determined by the Contractor and/or supplies an advance for payments to which the Contractor is entitled in respect of activities carried out or to be carried out. If the Client fails to pay the desired advance or to provide the desired security, the Contractor shall be authorised to immediately postpone the performance or further performance of the agreement and all that the Client owes the Contractor for whatever reason, shall be immediately due and payable. 5. In the event of a joint engagement, the Clients shall be jointly and severally liable for the payment of the invoiced amounts insofar as the activities have been carried out for the Clients jointly. 6. The Contractor has the right to suspend the performance of all its obligations, including the surrender of documents or other items to the Client or third parties, until such time as all claims due and payable by the Client have been paid. K Complaints 1. The Contractor is to be informed of a complaint pertaining to the activities and/or the invoice amount in writing within 14 days following the date of dispatch of the documents or information which is subject to complaint, or within 14 days following the discovery of the defect, if the Client demonstrates that the defect could not reasonably have been discovered sooner. 2. A complaint as referred to in the first paragraph does not suspend the Client s obligation to pay. L Liability 1. The Contractor's liability for damage as a result of a failure or attributable failure to fulfil the agreement shall in all cases be limited to the amount to be paid out in the relevant case under the liability insurance taken out by the Contractor, plus any deductible amount of the insurance policy. If, despite liability on the part of the Contractor, payment is not effected under the above-mentioned liability insurance, the Contractor's liability shall at any rate be limited to the amount of the fee that the Contractor has received for the activities. If an agreement runs for more than six months, a further limitation of the above-mentioned liability shall apply to a maximum of the amount claimed for the preceding six months. 2. The Contractor shall in no case be obliged to compensate indirect loss or consequential loss on the part of the Client, including but not limited to interruption of the regular course of affairs of the Client's company, resulting from or in any other way related to a mistake in the performance of the activities by the Contractor, with the exception of the intention or gross negligence on the part of the Contractor. 3. The Contractor shall at all times have the right, in case and insofar as possible, to reverse or limit the Client's loss by repairing or improving the deficient activities. 4. The Client shall indemnify the Contractor against all claims of third parties that are directly or indirectly related to the performance of the agreement, in particular against, but not limited to, claims of third parties on account of loss caused by the Client's incorrect or incomplete provision of information to the Contractor, unless damage was caused by the intention or gross negligence on the part of the Contractor. 5. The Contractor is to be informed in writing of any claims on the part of the Client within 12 months at the latest from the moment that the Client became aware of the damage or should have been reasonably aware thereof, under penalty of lapse of such claims. M Independence The Client must allow the Contractor to comply with the relevant national and international rules and regulations in respect of independence. The Client is obliged for this purpose to inform the Contractor in time, properly and fully of any changes in the ultimate control structure, legal structure, financial stakes, participations and other alliances entered into by its business, its organisation or the group to which the Client belongs, all in the broadest sense of the word. N Termination 1. The Client and the Contractor may terminate the agreement at any time with immediate effect by giving notice. The Contractor reserves a claim to 4

5 payment of the invoices in respect to activities carried out until such time. 2. Termination must be made in writing and submitted to the other party. O Miscellaneous 1. During the performance of the engagement and within one year after termination of the engagement, neither of the parties is allowed to engage personnel of the other party or to negotiate or enter into consultation with such personnel about employment except in consultation with the other party. If one of the parties does engage an employee or employees of the other party despite this prohibition, that party shall be bound to pay the other party at least the recruitment costs which the other party will incur to recruit an alternative employee or employees. 2. After completion of the agreement the Contractor has the right to place advertisements in appropriate media or on its website describing the nature of the services provided by the Contractor to the Client. In this connection the Contractor has the right to make use of the Client's logo or trade name in the communication to clients and potential clients. 3. In case of conflicting terms and conditions in the General Terms and Conditions and the engagement letter, the terms and conditions of the engagement letter shall apply. 4. The provisions of these General Terms and Conditions, which are expressly or tacitly intended to remain in force after termination of the agreement, shall remain in force afterwards and shall continue to bind the parties. P Applicable law and choice of court 1. Dutch law shall apply to all agreements between the Client and the Contractor. 2. All disputes related to agreements between the Client and the Contractor shall only be submitted to the competent court in the district in which the Contractor also has its domicile. The Contractor is nonetheless entitled to submit disputes to the competent court of the Client's domicile. 5

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