General Terms and Conditions of LS&H Lawyers B.V.

1. LS&H Lawyers B.V. is a limited liability company (besloten vennootschap) incorporated under de laws of the Netherlands with registered office in Rotterdam.

2. The objective of LS&H Lawyers B.V. is the practice of law in the broadest meaning of the term, as attorney(’s)-at-law. In this practice of law, LS&H Lawyers B.V. may, from time to time, be assisted by persons engaged by it in connection with the performance of client assignments.

3. These general terms and conditions apply to all work performed or to be performed by or on behalf of LS&H Lawyers B.V. and to all legal relations of LS&H Lawyers B.V. with third parties.

4. LS&H Lawyers B.V. is the exclusive contracting party in respect of all commissioned work, even in the event that it is the explicit or implicit intent that the assignment is performed by a specific person. The applicability of sections 7:404 and 7:407 (2) of the Dutch Civil Code (Burgerlijk Wetboek) is expressively excluded.

5. If third parties are to be involved in connection with work commissioned to LS&H Lawyers B.V., LS&H Lawyers B.V. shall, if and to the extent possible, consult with the client in advance and shall exercise due care in selecting such parties. LS&H Lawyers B.V. shall not be liable for any failure or default by any such third party in the performance of its services. LS&H Lawyers B.V. has the right to accept, on behalf of the client, any limitation of liability by any such third party.

6. Any and all liability of LS&H Lawyers B.V. in respect of any work performed or to be performed by, on behalf of or at the request of LS&H Lawyers B.V. or otherwise relating to an assignment given to LS&H Lawyers B.V., shall be limited to the amount which can be claimed in the particular case under the professional liability insurance taken out by LS&H Lawyers B.V. Such work shall also include a failure to act. Such amount(s) shall include LS&H Lawyers B.V.’s deductible as stated under this insurance.

7. Except in the event of willful misconduct or gross negligence on the part of LS&H Lawyers B.V., the client shall indemnify LS&H Lawyers B.V. and hold LS&H Lawyers B.V. harmless from and against all claims, demands and actions at any time made or brought by any third party against LS&H Lawyers B.V. and which directly or indirectly result from or relate to the work performed or to be performed by, on behalf of or at the request of LS&H Lawyers B.V. for the client or otherwise relate to the assignment given by the client to LS&H Lawyers B.V., including without limitation any damages, costs and expenses incurred by LS&H Lawyers B.V., in connection with any such claim, demand or action.

8. Unless otherwise agreed the client shall pay to LS&H Lawyers B.V. a fee which is calculated on the basis of the number of hours worked, multiplied by the applicable hourly rates, as such rates shall be determined by LS&H Lawyers B.V. from time to time. In addition to the fee, the client shall be obliged to pay to LS&H Lawyers B.V. a compensation for regular office costs of 5%. Furthermore the client shall be obliged to pay to LS&H Lawyers B.V. the out-of-pocket expenses paid by LS&H Lawyers B.V.. All amounts due shall be increased by the turnover tax due thereone at the rate prevailing from time to time.

The invoices of LS&H Lawyers B.V. must be paid within fourteen (14) days from the invoice date. If an invoice is not timely paid LS&H Lawyers B.V. has the right to charge interest on the unpaid amount at the statutory rate from the 15th (sixteenth) day following the invoice date.

9. The client shall within fifteen (14) days after invoice date inform LS&H Lawyers B.V. in writing about any complaints about the invoice and/or work which the invoice relates to. If the client does not inform LS&H Lawyers B.V. accordingly, the client is deemed to acknowledge both the correctness of the invoice and the obligation of the client to pay such invoice, and the client is deemed to have waived its rights to complain about the invoice and/or work which the invoice relates to. The client is not entitled to set off the payment of any invoice.

10. The relationship between LS&H Lawyers B.V. and the client shall be governed by Dutch law. The court of Rotterdam, The Netherlands, shall have exclusive jurisdiction over any dispute arising between LS&H Lawyers B.V. and the client. These general terms and conditions may be invoked not only by LS&H Lawyers B.V. but also by any person engaged in the performance of a client assignment. Same shall apply to former employees of LS&H Lawyers B.V.

11. These general terms and conditions have also been made and stipulated in favor of the managing director and the shareholder of LS&H Lawyers B.V., the managing director of such shareholder and all persons who work or have worked for LS&H Lawyers B.V. as an attorney-at-law whether as a partner, employee or in any other capacity whatsoever.

12. These general terms and conditions have been drawn up in the Dutch language and in the English language. In the event of any dispute arising between the Dutch and the English version as to the content or applicability of these general terms and conditions, the Dutch version shall prevail.

July 2016.