General Conditions

1. BANNING N.V. ("BANNING") is a limited liability company whose object is the practice of law, in the broadest meaning of the term, as attorneys –at- law.

2. Solely BANNING shall operate as contracting agent vis-a-vis the Client, even in the event that it is the explicit or implicit intent that the assignment be performed by a specific person. Article 7:404 of the Dutch Civil Code, which provides for the latter, and article 7: 407 subsection 2, which, for the former, creates a joint and several liability where assignments have been given to 2 or more persons, shall not apply.

3. In the event that the performance of a client assignment entails the engagement of one or more persons that are not, whether directly or indirectly, connected with BANNING, BANNING shall not be liable for any failures made by such person when engaged in the performance of the client assignment.

4. In the event that when carrying out a client assignment, an event (also including a failure to act) should occur which may lead to a liability, such liability shall be limited to the amount paid out, if any, under BANNING’S professional liability insurance in the matter concerned. Such amount(s) shall include BANNING’S deductible as stated under this insurance. If BANNING does not have insurance coverage for such damages at all, the liability of BANNING is limited to two times the amount invoiced and paid in the relevant calendar year by a Client for the instructions provided, but only up to a maximum of Euro 225.000.

5. In the event that, by or in connection with the performance of a client assignment or otherwise, damage, for which BANNING is liable, is caused to persons or property, such liability shall be limited to the amount or amounts covered by BANNING’S third-party indemnity insurance. Such amount(s) shall include BANNING’S deductible as stated under this insurance.

6. In the event that persons who have been engaged in connection with the performance of a client assignment wish to limit their liability in relation thereto, BANNING shall proceed on the assumption, and insofar as necessary, stipulates, that all client assignments also include the authority to accept such limitation of liability on behalf of those Clients.

7. Without prejudicing the provisions set forth in article 89 of book 6 of the Dutch Civil Code, the right to compensation for damages shall at any rate terminate twelve months after the occurrence of the event that caused, whether directly or indirectly, the damages for which BANNING is liable.

8. These General Terms and Conditions may also be invoked by those natural persons or legal entities that are involved, whether directly or indirectly, in any matter whatsoever for the services provided by or on behalf of BANNING.

9. These General Terms and Conditions shall also be applicable to any supplementary or follow-up assignments.

10. The relation between the Client and BANNING shall be covered entirely by the law of the Netherlands. The court of the Netherlands shall have exclusive jurisdiction over any dispute arising between BANNING and a Client.

11. The General Terms and Conditions drawn up in the Dutch language shall prevail over the General Terms and Conditions drawn up in the English language or in any other language.

BANNING N.V., ‘s-Hertogenbosch is registered with the trade register in the Netherlands under number 17190777. Deposited with the Registry of the ‘s-Hertogenbosch District Court on 23 May 2006, under number 54/2006