In fulfilment of the Purchase Agreement, the Seller hereby transfers the Shares to the Purchaser and the Purchaser hereby accepts the Shares from the Seller.
The Company acknowledges the transfer of the Shares.
The Seller represents and warrants to the Purchaser that:
a. it has the full power and authority to sell and transfer the Shares;
there are no outstanding options or other rights entitling any party other than the Purchaser to the transfer of one or more Shares;
none of the Shares is subject to a pledge, usufruct or any other limited right (beperkt recht) and no such right can be demanded by any party, unless such instrument secures a loan granted by the Purchaser or an affiliate of the Purchaser to the Seller;
d. none of the Shares is subject to an attachment (beslag);
e. the Shares have been paid up in full.
NO RECISSION OR NULLIFICATION
Each Party waives the right to rescind or nullify, or commence legal proceedings to rescind, nullify or amend, on any ground whatsoever, this Deed and any other agreement or instrument underlying the present sale and transfer of the Shares.
7. GOVERNING LAW AND JURISDICTION
This Deed shall be exclusively governed by and construed in accordance with the laws of the Netherlands.
Any disputes arising from or in connection with this Deed shall be submitted to the jurisdiction of the competent court in Amsterdam, the Netherlands which jurisdiction shall be exclusive.
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