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execution copy

22157349 share purchase agreement – dated 28 July 2016

SHARE PURCHASE AGREEMENT

28 July 2016

relating to the sale and purchase of the entire

issued share capital of

INVESCO HF 2 EINDHOVEN HOTEL

INVESTMENT B.V.

between

IRE HOTEL II HOLDCO 1 S.À.R.L.

as Seller

and

NEW CENTURY EUROPE I S.À.R.L.

as Purchaser


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TABLE OF CONTENTS

Clause Page

1 DEFINITIONS AND INTERPRETATION ............................................................................................ 4 2 SALE, PURCHASE AND TRANSFER .............................................................................................. 12 3 COMMITMENT DEPOSIT ................................................................................................................. 13 4 PURCHASE PRICE .......................................................................................................................... 13 5 PURCHASE PRICE DETERMINATION ........................................................................................... 14 6 REPAYMENT OF LOANS ................................................................................................................. 16 7 CONDITION ...................................................................................................................................... 16 8 PRE-COMPLETION OBLIGATIONS ................................................................................................ 17 9 COMPLETION ................................................................................................................................... 18 10 POST-COMPLETION OBLIGATIONS .............................................................................................. 19 11 WARRANTIES .................................................................................................................................. 21 12 BREACH AND TAX INDEMNITY CLAIMS ....................................................................................... 21 13 CLAIMS ............................................................................................................................................. 22 14 LIMITATION OF LIABILITY ............................................................................................................... 23 15 TAX.................................................................................................................................................... 26 16 CONFIDENTIALITY AND ANNOUNCEMENTS ............................................................................... 26 17 TERMINATION .................................................................................................................................. 27 18 MISCELLANEOUS ............................................................................................................................ 28


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SCHEDULES AND ANNEXES

SCHEDULE (C) Particulars of the Company SCHEDULE (I) Equity Commitment Letter SCHEDULE 1.1(A) Data Room index SCHEDULE 1.1(B) Deed of Transfer SCHEDULE 1.1(C) Disclosure Letter SCHEDULE 1.1(G) W&I Insurance SCHEDULE 3.1 Escrow Agreement SCHEDULE 5.1 Pre-completion estimation SCHEDULE 5.2.3 Independent Expert procedure SCHEDULE 5.5 Example adjustment Initial Purchase Price SCHEDULE 9.4 Completion actions ANNEX 9.4(B) (PART A) Particulars of resigning persons ANNEX 9.4(B) (PART B) Resignation letter ANNEX 9.4(B) (PART C) Shareholders resolution ANNEX 9.4(G) Particulars of persons to be appointed SCHEDULE 11.1.1 Seller’s Warranties SCHEDULE 11.2 Purchaser’s Warranties SCHEDULE 15 Tax


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THIS SHARE PURCHASE AGREEMENT (this Agreement) is dated 28 July 2016 and made between:

(1) IRE HOTEL II HOLDCO 1 S.À.R.L., a société à responsabilité limitée, having its official seat in

Luxembourg, Luxembourg, and its registered office address at 37A, Avenue JF Kennedy (L-1855),

Luxembourg, registered with the Luxembourg trade register under number B 158137 (the Seller);

(2) NEW CENTURY EUROPE I S.À.R.L., a société à responsabilité limitée, having its official seat in

Luxembourg, and its registered office address at 1, rue Jean-Pierre Brasseur L-1258, Luxembourg

registered with the Luxembourg trade register under number B 206463 (the Purchaser);

Parties (1) and (2) are also jointly referred to as the Parties and individually as a Party;

WHEREAS:

(A) the Seller holds the legal and beneficial title to 18,000 (eighteen thousand) ordinary shares with a

nominal value of EUR 1 (one euro) each (the Shares) in the capital of Invesco HF 2 Eindhoven

Hotel Investment B.V., a private company with limited liability, having its official seat in Amsterdam,

the Netherlands, and its registered office address at Naritaweg 165 (1043 BW) Amsterdam, the

Netherlands, registered with the Dutch trade register under number 54600170 (the Company);

(B) the Shares constitute 100% (one hundred per cent) of the issued and outstanding share capital of

the Company;

(C) the Company is engaged in the business of acquiring, disposing, administering, operating and

renting of immovable property (the Business) and currently holds the Property;

(D) the Seller granted the Purchaser opportunity to conduct a due diligence investigation on the

Company, the Property and the Business, including by providing the Purchaser and its

Representatives access to an electronic data room prepared for that purpose and organising site

visits and allowing the Purchaser and its Representatives to address any topic and to ask all

questions they deemed material in connection with the Transaction. The Purchaser conducted a

due diligence investigation the scope and outcome of which were to its satisfaction;

(E) the Company entered into an sale and purchase agreement in 2012 pursuant to which the Property

has been acquired;

(F) the Purchaser conducted a second site visit on 12 May 2016 in order to review the ‘2015 fire safety

report by PBN’, which review was to its satisfaction;

(G) the Property has been offered and the Purchaser has explicitly agreed to accept the Property on an

absolute “as is and where is” physical, legal and technical state (voetstoots) on the Completion

Date whereby the Property transferred pursuant to this Agreement shall now be transferred on an

"as is where is" basis;

(H) each of the Parties obtained all necessary corporate and other internal approvals to enter into this

Agreement and to consummate the transaction contemplated by this Agreement;

(I) the Purchaser has secured the funds necessary to consummate the transaction contemplated by

this Agreement as evidenced by the Equity Commitment Letter, attached hereto as Schedule (I);

and


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(J) the Seller wishes to sell and transfer and the Purchaser wishes to purchase and accept the Shares,

on the terms and subject to the conditions of this Agreement.

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

Capitalised words and expressions used in this Agreement have the meaning set out below, unless

the context otherwise requires.

Accounting Principles means the accounting policies, bases, methods, practices and

procedures as consistently applied in the Accounts, in accordance

with Dutch GAAP;

Accounts means (i) the audited accounts of the Company for the year ended on

the Balance Sheet Date, comprising a balance sheet and a profit and

loss account (each including the explanatory notes thereto), reflecting

the financial position of the Company and (ii) the directors report

regarding the Company for the year ended on the Balance Sheet

Date, and (iii) the other information listed in Section 2:392 DCC, in

respect of the annual accounts and the directors report of the

Company for the period ending on the Balance Sheet Date;

Affiliate means (i) in relation to any person other than a natural person, any

person which is Controlled by, Controls or is under common Control

with, such person; (ii) in relation to a natural person, his first- and

second-degree relatives (whether by blood or marriage), the trustees,

acting in their capacity as such, of any trust of which he or any of his

first- or second-degree relatives is a beneficiary, or, in the case of a

discretionary trust, is a potential beneficiary and any person of which

he or his first- or second-degree relatives have Control, in each case

from time to time;

Agreed Interest Rate means an interest rate of 5% (five per cent) per year;

Agreement has the meaning given in the introduction of this Agreement;

Balance Sheet Date 31 December 2015;

Bank Loan means the senior secured term facility agreement between the

Company and NIBC dated 21 March 2012 with an outstanding

principal amount of EUR 10,000,000 as at Signing Date;

Base Purchase Price has the meaning given in Clause 4.1(a) and amounts to EUR

25,700,000, which amount is, for the avoidance of doubt, not subject

to any adjustment;

Business has the meaning given in Recital (C);


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Business Day means a day (other than a Saturday or a Sunday or a public holiday)

on which banks are open for business in the Netherlands and Hong

Kong;

Cash means any cash in hand, deposits held at call with bank, restricted

cash and highly liquid investments with original maturity of 3 months

or less of the Company (to the extent in a currency other than euro

converted into euro at the Exchange Rate as at the Completion

Date);

Claim means any claim by the Purchaser against the Seller in respect of

any of the Seller’s Warranties and any other provision of this

Agreement (including, for the avoidance of doubt, a Tax Indemnity

Claim);

Commitment Deposit has the meaning given in Clause 3.1;

Company has the meaning given in Recital (A);

Completion means the transfer of the Shares and the payment of the Initial

Purchase Price and the Loan Repayment Amount in accordance with

this Agreement;

Completion Date has the meaning given in Clause 9.1;

Completion Statement

Condition

has the meaning given in Clause 5.2.1;

means the condition precedent as included in Clause 7.1;

Confidential Information has the meaning given in Clause 16.1.1;

Control means, with respect to the relevant person, (i) the direct or indirect

ownership or control of more than 50% (fifty per cent) of the (a)

ownership interests or (b) voting power at the general meeting or a

similar body, of that person, or (ii) the right or ability to (a) appoint or

remove or (b) direct the appointment or removal of, such number of

the members of the management board or a similar body of that

person with the decisive voting power in such body;

Damage means damage (vermogensschade) as referred to in Section 6:96

DCC, excluding punitive damages and without giving effect to the

method (including any multipliers and ratios) that the Purchaser has

used, directly or indirectly, for purposes of calculating the Purchase

Price;

Data Room means the electronic data room prepared by the Seller for the

purpose of facilitating the Due Diligence Investigation, the content of

which is electronically stored on DVDs, a copy of which has been

provided to the Purchaser and the Seller, respectively, as at the date

of this Agreement, and listed in an index attached hereto as


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Schedule 1.1(a);

DCC means the Dutch Civil Code;

Deed of Transfer means the notarial instrument for the transfer of the Shares,

substantially in the form attached hereto as Schedule 1.1(b);

De Minimis Amount has the meaning given in Clause 14.4(a);

Disclosed means fairly disclosed as part of the Disclosed Information;

Disclosed Information means any and all information Disclosed:

(a) in (i) this Agreement, (ii) the Data Room, (iii) the answers

provided to questions submitted by the Purchaser or any of its

Affiliates or Representatives during the Due Diligence

Investigation, (iv) the Disclosure Letter and (v) the Supplemental

Disclosure Letter; and

(b) to the Purchaser, its Affiliates or any of their respective

Representatives during site visits, management presentations

and expert meetings which the Purchaser or any of its

Representatives attended as part of the Due Diligence

Investigation.

Disclosure Letter means the disclosure letter attached hereto as Schedule 1.1(c);

Due Diligence

Investigation

means the due diligence investigations performed by and on behalf of

the Purchaser or any of its Affiliates as referred to in Recital (C);

Encumbrance

means a pledge, mortgage or other security interest of any kind or

the commitment to create any of the foregoing and to Encumber

shall be construed accordingly;

Equity Commitment

Letter

means the irrevocable equity commitment letter from Purchaser’s

Sponsor for the benefit of the Purchaser and the Seller attached

hereto as Schedule (I);

Escrow Agreement means the escrow agreement as per the Signing Date between the

Parties, entered into in connection with the Commitment Deposit

attached hereto as Schedule 3.1;

Exchange Rate means, in relation to any currency to be converted into or from euro

for the purposes of this Agreement, the average 5 (five) day spot rate

of exchange (closing mid-point) for that currency into or, as the case

may be, from euro, as published in the London edition of the

Financial Times on each of the 5 (five) Business Days immediately

prior to the relevant date or, where no such rate is published on those

dates, the average of the relevant rate quoted on the appropriate


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page of the Reuters screen as at the close of business in

Amsterdam, the Netherlands, on each of the 5 (five) Business Days

immediately prior to the relevant date;

Governmental Entity means any supranational, national or local body or authority

exercising a legislative, judicial, executive, regulatory, administrative

or other governmental function and with jurisdiction in respect of the

relevant matter;

HoT has the meaning given in Clause 3.1;

Independent Expert has the meaning given in Clause 5.2.3;

Initial Purchase Price has the meaning given in Clause 4.1;

Law means, with respect to the relevant subject matter or person, all

applicable legislation, regulations, judgements, decrees, orders,

instruments, by-laws, and other legislative measures or decisions

having the force of law, as well as treaties, conventions and other

agreements between states, or between states and the European

Union or other supranational bodies, rules of common law, customary

law and equity, and all other laws of, or having effect in, any

jurisdiction from time to time;

Lease means the lease agreement dated 4 February 2012 between the

Company and the Tenant regarding the Property, including riders

thereto as listed in paragraph 3.1. of the Data Room;

Lenders means the lenders under the Bank Loan and the lenders under the

Shareholder Loan jointly;

Lenders’ Accounts means the bank accounts of the Lenders as specified by the Lenders

to the Notary prior to Completion;

Loan Repayment Amount means all outstanding amounts (whether or not due and payable)

under the Loans at Completion, including any interest accrued

thereon and any fees, costs and expenses and penalties in relation to

the (early) repayment thereof, including, for the avoidance of doubt,

any fees, costs (including break costs), expenses and penalties in

relation to the hedging arrangements in connection with the Bank

Loan;

Loans means the Bank Loans and the Shareholder Loans;

Long Stop Date has the meaning given in Clause 7.3;

Management Accounts means the unaudited accounts of the Company for the four (4)

months ended 30 April 2016, comprising (i) a profit and loss account;

(ii) a balance sheet with explanation of fluctuation as compared to all

balance sheet figures as at 31 December 2015 and (iii) all supporting


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schedules including without limitation to trial balance, general ledger

and aging analysis;

Notary means Monique Laenen or another civil law notary (notaris) (or such

notary’s substitute) of DLA Piper Nederland N.V. in Amsterdam, the

Netherlands;

Notary Account means the third party account (derdengeldenrekening) in the name of

“DLA Piper Derdengelden Notariaat”, ING Bank, Amsterdam, the

Netherlands, with IBAN account number NL30INGB0672644428,

SWIFT INGBNL2A;

Notary Letter means the letter agreement between the Notary, the Parties and the

Lenders and the Purchaser’s lenders which confirms the flow of funds

and sequence of Completion events to be agreed upon between

Signing Date and Completion Date;

Party or Parties has the meaning given in the introduction of this Agreement;

Property Holiday Inn Eindhoven, Veldmaarschalk Montgomerylaan 1,

Eindhoven, 5612 BA, the Netherlands;

Purchase Price has the meaning given in Clause 4.1;

Purchaser has the meaning given in the introduction of this Agreement;

Purchaser’s Account means the bank account of the Purchaser as specified by the

Purchaser to the Notary, or the Seller, as the case may be, from time

to time;

Purchaser Disagreement

Notice has the meaning given in Clause 5.2.2;

Purchaser’s Group means the Purchaser and its Affiliates, including the Company from

Completion;

Purchaser’s Sponsor New Century Hotel Group Limited;

Purchaser’s Warranties has the meaning given in Clause 11.2;

Relief means any loss, allowance, depreciation, amortisation, credit, relief,

exemption, deduction or set-off or other relief of a similar nature

granted by or available in relation to Tax or relevant in computing

income, profits or gains for purposes of Tax, and any right to a

repayment of or saving of Tax;

Representatives means, in relation to a person, (i) any and all persons authorised to

represent such person (whether or not such authority is subject to

limitations), (ii) such person’s directors, officers and employees

(whether or not authorised to represent such person) and (iii) any of

the professional advisers of such person, and, in relation to the


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Purchaser, in addition means (a) the funds affiliated with the

Purchaser’s shareholders and (b) the persons managing or advising

such funds or such shareholders, in each case from time to time;

RETT means Dutch real estate transfer tax (overdrachtsbelasting);

Seller has the meaning given in the introduction of this Agreement;

Seller’s Accounts means the bank account of the Seller as specified to the Notary, or

the Purchaser, as the case may be, from time to time;

Seller’s Group means the Seller and its Affiliates, excluding the Company from

Completion;

Seller’s Guarantees has the meaning given in Clause 10.3.1;

Seller’s Warranties has the meaning given in Clause 11.1.1;

Shareholder Loan means the loan with an outstanding principal amount of EUR 6,585,461.35 as at Signing Date provided by the Seller as a

shareholder to the Company pursuant to the shareholder loan

agreement dated 21 March 2012;

Share Premium Payable

Amount

means the amount of EUR 4,500,000 created through reducing the

share premium in the balance sheet before Completion;

Shares has the meaning given in Recital (A);

Signing Date means the date of Signing of this Agreement;

Supplemental Disclosure

Letter

means the letter from the Seller to the Purchaser qualifying the

Seller's Warranties only relating to information that came up in the

period from the Signing Date to the Completion Date, in the same

form as the Disclosure Letter;

Tax means all forms of taxation or social security contributions by any Tax

Authority, whether direct or indirect and whether levied by reference

to income, profits, gains, net wealth, net worth, equity, asset values,

turnover, gross receipts, added value or other reference, and

statutory, governmental, state, provincial, local governmental or

municipal impositions, duties, contributions, rates and levies

(including without limitation sales and use taxes, social security

contributions and any other payroll taxes), whenever and wherever

imposed (whether imposed by way of a withholding or deduction or

on account of tax or otherwise) or based on the Tax Collection Act

1990 (Invorderingswet 1990) and in respect of any person, as well as

penalties and interest relating thereto whether disputed or not and

including any obligations to indemnify the Tax liability of any other

person;


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Tax Indemnity Claim means a claim under paragraph 2 of Schedule 15;

Tax Authority means any Governmental Entity competent to impose any liability in

respect of Tax or responsible for the administration and/or collection

of Tax or enforcement of any law in relation to Tax;

Tax Benefit means (i) any Tax Refund received by the Company or a member of

the Purchaser’s Group, and/or (ii) any reduction of Tax owing by the

Company or a member of the Purchaser’s Group;

Tax Liability means (i) any liability of the Company to make an actual payment of

or in respect of Tax, (ii) the setting off of any Relief against any Tax

or income, profits or gains where, but for such setting off, the

Company would have had an actual liability to Tax in respect of which

a claim could be made under paragraph 2 of Schedule 16 (the

amount of the Tax Liability for these purposes being deemed to be

equal to the amount of the actual liability to Tax that is saved by the

setting off of the relevant Relief);

Tax Refund means a refund, rebate, or repayment in respect of Tax;

Tenant means the tenant of the Property, i.e. Eden Eindhoven Hotel

Exploitatie II B.V.;

Third Party Claim has the meaning given in Clause 13.3;

Threshold has the meaning given in Clause 14.4(b);

Transaction means the sale and purchase of the Shares, on the terms and

subject to the conditions of this Agreement;

Transaction Documents means this Agreement and each other material document to be

executed by one or more members of the Seller’s Group (excluding

the Company) and one or more members of the Purchaser’s Group

(including the Company) in connection with the Transaction;

VAT means (i) within the European Union, such Tax as may be levied in

accordance with (but subject to derogations from) the Directive

2006/112/EC and (ii) outside the European Union, any Tax levied by

reference to added value, sales and/or consumption.

W&I Insurance the warranty & indemnity insurance attached hereto as Schedule

1.1(g);

W&I Insurer Hunter George & Partners Limited;

Working Capital means the balance of (i) current assets (including without limitation to

work in progress, trade, tax (including deferred tax assets related to

the depreciation of the Property and the costs of hedging

arrangements in connection with the Bank Loans) and other


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receivables, prepaid amounts but excluding Cash), and (ii) current

liabilities (including without limitation to trade payables, taxes due and

payable, share premium payable, deferred tax liabilities related to the

arrangement fees in connection with the Bank Loans (as agreed

upon between the Parties) and other debts of the Company, to the

extent not qualifying as Loans, and accruals for expenses not yet

paid of which the Company had the benefit prior to the Completion

Date but excluding any deferred liability in relation to latent capital

gain tax of the Company).

1.2 Interpretation

1.2.1 In this Agreement, unless the context otherwise requires:

(a) the singular includes the plural and vice versa, and each gender includes the other genders;

(b) references to any time of day are to the time on that day in the Netherlands;

(c) references to Recitals, Clauses, Schedules or Annexes are to recitals, clauses, schedules or

annexes of this Agreement, and references to this Agreement include the Recitals,

Schedules, Annexes and other attachments to this Agreement;

(d) a reference to a person includes any natural person, corporate body, Governmental Entity or

any other entity, whether or not having separate legal personality;

(e) references to any Dutch legal term or concept shall in any jurisdiction other than the

Netherlands be construed as a reference to the term or concept which most nearly

corresponds to it in that jurisdiction;

(f) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase

“without limitation”;

(g) references to books and records are to the books and records (administratie) stored in any

form;

(h) where information is qualified by the expression "fairly disclosed" (for the avoidance of doubt

including but not limited to the reference made in the definition 'Disclosed'), the information

concerned is limited to the information which is or should be reasonably apparent a

purchaser or any of its Representatives placed in the same circumstances as the Purchaser,

the Purchaser’s relevant Affiliates and its and its relevant Affiliates’ respective

Representatives, after a prima facie review thereof by a person with relevant expertise;

(i) references to “Seller’s knowledge” or words or expressions of a similar nature shall be

deemed to refer to the actual knowledge of the Seller as per the date of this Agreement and,

where applicable, as per the Completion Date, whereby such knowledge or awareness shall

include (i) the knowledge of the Seller after due and careful consideration and full and

diligent enquiry of Bumjoo Maclennan, Hans-Peter Hermann, Lisa Neubueser, Abbas

Suleiman, Joanna Wsniewska, Nadja Zimmer and Marc Socker and (ii) shall be deemed to

include the knowledge of each of the statutory directors of the Company;


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(j) any references to “ordinary course” shall be deemed to be followed by the phrase “consistent

with past practice”.

1.2.2 Headings and sub-headings in this Agreement are inserted for convenience only and shall not

affect the interpretation of this Agreement.

1.2.3 Except as expressly otherwise provided in this Agreement, all periods of time set out in this

Agreement shall start on the day following the day on which the event triggering the relevant period

of time occurred. The expiration date shall be included in the period of time. If the expiration date is

not a Business Day, the expiration date shall be the next Business Day.

1.2.4 All interest accruing under this Agreement is to be calculated on the basis of the actual number of

days elapsed and a year of 360 (three hundred sixty) days.

1.2.5 All notices, demands, requests, statements, certificates and other documents and communications

related to this Agreement shall be in English.

1.2.6 No provision of this Agreement shall be interpreted against a Party solely as a result of the fact that

such Party was responsible for drafting such a provision.

2 SALE, PURCHASE AND TRANSFER

2.1 Sale and purchase

The Seller hereby sells the Shares to the Purchaser and the Purchaser hereby purchases the

Shares, on the terms and subject to the conditions of this Agreement.

2.2 Transfer

2.2.1 The Seller agrees to transfer the Shares, through execution of the Deed of Transfer, to the

Purchaser and the Purchaser agrees to accept the Shares, on the Completion Date, free from

Encumbrances and with all rights attached to them, on the terms and subject to the conditions of

this Agreement.

2.2.2 Subject to Completion and the terms and conditions of this Agreement, the Shares, the Company

and its respective business shall be for the benefit and risk of the Purchaser with effect from the

Completion Date.

2.3 As is where is

The Purchaser agrees to accept (only) the Property on an “as is and where is” state (voetstoots) on

the Completion Date, whereby - for the avoidance of doubt - the Business and Shares transferred

pursuant to this Agreement shall not be transferred on such "as is and where is" basis. The Parties

have mutually agreed that "as is and where is" acceptance of the Property means that:

(a) the Purchaser accepts the Property in the legal, fiscal, technical, environmental and

commercial condition that it is in with all, legal and physical, known and unknown, visible and

invisible defects, encumbrances, limitations and restrictions and with the actual use that

exists at Completion; and


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(b) the Seller shall not be required to provide and shall not be deemed to have provided any

(implicit) representation or warranty in respect of any aspect of the Property or the Shares,

other than the Seller’s Warranties; and

(c) articles 6:89, 6:228, 6:229, 6:230 paragraph (2), 7:15 paragraph (1), 7:17, 7:20, 7:21

paragraphs (1),(2) and (3) and 7:23 DCC are expressly excluded; and

(d) any and all future maintenance costs, capital expenditures and asbestos, soil or other

environmental clean-up, remediation or other works that may be required, shall be for the

risk and account of the Purchaser as from the Completion Date.

3 COMMITMENT DEPOSIT

3.1 As security for the performance of any of its obligations pursuant to the Heads of Terms dated 11

April 2016 (HoT) and this Agreement, the Purchaser has made a payment of EUR 2,570,000 (two

million five hundred and seventy thousand euro) to Seller (the Commitment Deposit), subject to

the terms and conditions of the Escrow Agreement.

3.2 The Seller may request the Notary to pay out of the Commitment Deposit pursuant to the Escrow

Agreement for the amount of penalties forfeited by the Purchaser pursuant to Clause 9.5, without

prejudice to all other rights of the Seller towards the Purchaser under this Agreement.

3.3 After the signing of the Deed of Transfer, in so far as not previously paid to the Seller, the

Commitment Deposit shall be used for partial payment of the Initial Purchase Price and the costs

owed by the Purchaser on the basis of the provisions of this Agreement.

3.4 After the payment of the Initial Purchase Price to the Seller, the Parties shall instruct the Notary to

pay to the Purchaser from the part of the Commitment Deposit not paid to the Seller, and any

interest on the Commitment Deposit, everything in so far as these amounts are not necessary to

pay the costs and taxes owed by the Purchaser.

4 PURCHASE PRICE

4.1 Purchase Price

The aggregate purchase price for the Shares shall be:

(a) an amount of EUR 25,700,000 (twenty-five million seven hundred thousand euro) (the Base

Purchase Price);

plus

(b) the Cash at Completion estimated in accordance with Clause 5.1;

minus

(c) an amount of EUR 422,950 (four hundred and twenty two thousand nine hundred and fifty

euro) in connection with 50% of the deferred liability in relation to latent capital gain tax of the

Company in view of the Transaction being structured as a share transaction;


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(d) the Loans at Completion (including the Loan Repayment Amount) estimated in accordance

with Clause 5.1;

(e) W&I Insurance premium of EUR 80,000 in accordance with Clause 12;

plus / minus

(f) the Working Capital at Completion estimated in accordance with Clause 5.1;

(the resulting amount hereinafter referred to as the Initial Purchase Price), subject to adjustment

in accordance with Clauses 5.2 up to and including 5.5 (the Initial Purchase Price so adjusted

hereinafter referred to as the Purchase Price).

For the avoidance of doubt: there shall be no adjustment to the (Initial) Purchase Price to reflect (i) Real Estate Transfer Tax (RETT), (ii) any capital expenditure of any nature to the Property (the

Property will be accepted in an “as is and where is” state as set out in Clause 2.3 of this

Agreement), (iii) the drop in the underlying performance of the Property in the year 2015 and (iv)

any deferred tax liability in relation to latent capital gain tax of the Company other than as per

Clause 4.1 (c).

4.2 Payment and allocation of the Purchase Price

The Purchase Price shall be paid as follows:

(a) the Commitment Deposit will be applied towards payment of the Initial Purchase Price. The

remaining amount of the Initial Purchase Price shall be paid in full and in cash at Completion

by the Purchaser to the Seller in accordance with the provisions of the Notary Letter; and

(b) a further payment, if any, shall be made as and when required pursuant to Clause 5.4.

4.3 Source of funds

In case the Purchaser is not able to obtain third party debt to finance the (Initial) Purchase Price, it

hereby confirms that the entire Purchase Price will be funded by the Purchaser’s Sponsor as set

out in the Equity Commitment Letter, and the Transaction is not in any way subject to the ability of

the Purchaser to obtain third party debt.

5 PURCHASE PRICE DETERMINATION

5.1 Pre-Completion estimation

The Seller shall provide the Purchaser with the Management Accounts of the Company by no later

than 3 (three) Business Days after the date of the Management Accounts and a written statement

setting out its good faith estimate of the Loans, Cash and Working Capital at Completion and its

calculations thereof in the form as attached hereto as Schedule 5.1 by no later than 7 (seven)

Business Days prior to the date on which Completion is envisaged to take place. Such estimates

shall be binding for purposes of calculating the Initial Purchase Price payable at Completion, but

the actual Cash, Loans and Working Capital at Completion shall be finally agreed or determined in

accordance with Clause 5.2.


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5.2 Post-Completion determination

5.2.1 The Seller shall provide the Purchaser with the following documents within 60 (sixty) Business

Days after the Completion Date:

(a) an unaudited balance sheet and income statement of the Company reflecting the financial

position of the Company at Completion and financial performance for the period then ended

as if Completion was the end of an accounting reference period of the Company, prepared in

conformity with the Accounting Principles, accompanied by the relevant working papers; and

(b) a written statement setting out the Cash, Loans and Working Capital at Completion (the

Completion Statement) and the underlying calculations.

5.2.2 The Completion Statement shall be binding on the Parties, unless the Purchaser notifies the Seller

within 30 (thirty) Business Days after receipt thereof that it disputes the Completion Statement,

specifying the items of the Completion Statement it disputes and the basis upon which it disputes

such items, including the adjustments it reasonably believes should be made to the Cash, Loans

and/or Working Capital and the basis thereof, providing reasonably sufficient detail to enable the

Seller to assess the proposed adjustments (the Purchaser Disagreement Notice).

5.2.3 Following receipt of the Purchaser Disagreement Notice in accordance with Clause 5.2.2, the

Parties shall, in good faith, attempt to reach agreement on all disputed items within 35 (thirty)

Business Days after such notification, failing which the items still in dispute shall be resolved, and

the Cash, Loans and Working Capital at Completion shall be finally determined, by an independent

expert (the Independent Expert) who shall be appointed and instructed by the Parties in

accordance with Schedule 5.2.3.

5.3 Access to information

The Purchaser shall procure that the Seller and the Seller’s Representatives and, if appointed, the

Independent Expert, shall be granted reasonable access, at reasonable times and on reasonable

notice, to the books and records, premises, storage facilities and relevant personnel of the

Purchaser’s Group and any other information in relation to the Purchaser’s Group which may

reasonably be required to enable them to agree on or determine the Cash, Loans and Working

Capital at Completion in accordance with this Clause 5.3, and shall be entitled to make copies as

they may reasonably require in connection therewith.

5.4 Adjustment

Within 5 (five) Business Days after the Cash, Loans and Working Capital at Completion having

been finally agreed or determined in accordance with Clause 5.2:

(a) Purchaser shall ensure that the amount, if any, by which the Purchase Price calculated on

the basis of the Cash, Loans and Working Capital at Completion exceeds the Initial

Purchase Price is paid to the Seller; and

(b) the Seller shall ensure that the amount, if any, by which the Initial Purchase Price exceeds

the Purchase Price calculated on the basis of the Cash, Loans and Working Capital at

Completion is paid to the Purchaser.


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5.5 Example adjustment

An example of the determination of the adjustment of the Initial Purchase Price pursuant to Clause

5.4 is attached hereto as Schedule 5.5.

6 REPAYMENT OF LOANS

6.1.1 The Purchaser shall ensure that the Loan Repayment Amount and the Share Premium Payable

Amount are paid to the Lenders and the Seller respectively on behalf of the Company at

Completion in accordance with the provisions of the Notary Letter. The Loan Repayment Amount

will, however, be deemed to be still outstanding at Completion for purposes of estimating and

determining the Loans in accordance with Clause 5. The Seller shall provide the Purchaser with a

detailed written statement setting out all items comprising the Loan Repayment Amount by no later

than 7 (seven) Business Days prior to the date on which Completion is envisaged to take place.

7 CONDITION

7.1 Condition Precedent

The obligation of the Purchaser to proceed with Completion is subject to the satisfaction of the

following condition precedent, or the waiver thereof in writing by the Purchaser acting reasonably,

prior to Completion:

a) the Property is not materially adversely affected between the Signing Date and

Completion, taking into account that the Property is accepted on an “as is and where is"

basis as referred to in Clause 2.3, materially affected in this specific context means that the

Property is destroyed to such an extent that the Parties establish that the Tenant has grounds to terminate the Lease based on Section 7:210 DCC (the Condition).

7.2 Notice and waiver

7.2.1 A Party shall notify the other Party immediately upon becoming aware that the Condition has been

fulfilled. If any Party becomes aware of anything that will or may prevent the Condition from being

fulfilled, it shall immediately notify the other Party.

7.2.2 The Condition can only be waived by the Purchaser acting reasonably. Any waiver shall be without

prejudice to any other rights or remedies such Party may have, including the right to claim

damages.

7.3 Fulfilment date

If the Condition is not fulfilled or waived (as the case may be) before 30 September 2016 (the Long

Stop Date), this Agreement may be terminated by written notice of the Purchaser.

7.4 Termination

Upon termination in accordance with Clause 7.3 and if no breach of this Agreement has occurred,

neither Party shall be entitled to claim any compensation for damage, costs or expenses, specific

performance nor will the Sellers, in case of such termination, be entitled to any Commitment

Deposit.


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8 PRE-COMPLETION OBLIGATIONS

8.1 Conduct of business

8.1.1 Except as (i) otherwise provided in this Agreement, (ii) required in connection with the Transaction

or by Law, (iii) in the ordinary course, (iv) included in the budget, the most recent forecast or the

strategic plans of the Company or (v) approved in advance by the Purchaser (such approval not to

be unreasonably withheld, delayed or made conditional), the Seller shall from the date of this

Agreement until Completion procure that:

(a) the Company carries on the business in all material respects in the ordinary course; and

(b) the Company does not:

(i) repay, repurchase or redeem any share capital or make any distribution of profits or

reserves (whether in cash or in kind), or issues any shares or options for shares or

profit instruments or securities convertible into any of its shares;

(ii) enters into any material transaction with any member of the Seller’s Group which is

not consistent with past practice;

(iii) creates any Encumbrance over its assets (other than Encumbrances which arise by

operation of Law;

(iv) enters into, materially amends or terminates any contracts with a term in excess of 12

(twelve) months or that has or will have a value of more than EUR 30,000 (thirty

thousand euro) per year in aggregate;

(v) acquires (by merger, consolidation or acquisition of securities or assets) any

corporation, partnership or other business organisation or division thereof or any

interest therein;

(vi) makes any material changes (other than those required by Law) to the terms of

employment of any of its employees in a senior management position or sets up or

amends any pension scheme or awards any pension rights;

(vii) amends its articles of association or other corporate documents or enters into any

transaction which affects its corporate status;

(viii) changes its accounting reference date or makes any material change in its accounting

policies, bases, practices, or methods (except as required by Law or local

GAAP/IFRS);

(ix) institutes or settles any legal proceedings or other disputes which would or are likely to

result in a payment by or to the Company in excess of EUR 30,000 (thirty thousand

euro) in aggregate; or

(x) agrees or commits to any of the foregoing; and

(c) no shareholders’ resolution (or equivalent resolution) relating to the Company will be passed

(whether at or outside of any general meeting).


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(d) Up and until the Completion Date the Seller shall take proper care of the Property as a

careful debtor (zorgvuldige schuldenaar).

(e) Up and until the Completion Date the Seller shall not without the prior written approval of the

Purchaser:

(i) enter into new lease agreements;

(ii) terminate the Lease;

(iii) amend or change the provisions of the Lease, including all annexes;

(iv) waive any default or right it has under the Lease or other rights it has as owner of the

Property.

8.1.2 When requested to grant its approval pursuant to Clause 8.1.1, the Purchaser shall as soon as

possible and in any event within 5 (five) Business Days after such request inform the Seller

whether or not it approves the proposed action and if not, the reasons for doing so, failing which

the Purchaser’s approval will be deemed to have been given.

8.1.3 Notwithstanding Clauses 8.1.1 and 8.1.2, any member of the Seller’s Group shall, without incurring

any liability as a result thereof, be allowed to act immediately, without awaiting the Purchaser’s

response to a request for prior approval, if the circumstances so require (e.g. if without immediate

action the Group’s business would suffer material detriment or forego a material benefit), in which

case the Seller shall inform the Purchaser of any such situation and acts promptly thereafter.

8.2 Access to information

The Seller shall, up to Completion, procure that the Purchaser and its Representatives will, at their

own cost and expense, be granted reasonable access, at reasonable times and on reasonable

notice, to the Property.

8.3 Purchaser’s obligations regarding funding

The Purchaser shall, as soon as reasonably possible when available and ultimately on the 2nd

(second) Business Day prior to the date on which Completion is envisaged to take place, provide

the Seller with legally binding finance documentation validly executed between the Purchaser and

its lenders which is acceptable to the Seller acting reasonably.

9 COMPLETION

9.1 Date and place

Completion shall take place ultimately on 1 September 2016 or on such other date as the Parties may agree in writing (the Completion Date), at the offices of DLA Piper Nederland N.V. at

Amstelveenseweg 638, 1081 JJ Amsterdam, the Netherlands.

9.2 Execution of Notary Letter


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The Parties shall, and shall procure that the Lenders and the Notary shall sign the Notary Letter by

no later than 2 (two) Business Days prior to the date on which Completion is envisaged to take

place.

9.3 Payment of the Initial Purchase Price, the Loan Repayment Amount and the Share Premium

Payable

9.3.1 The Purchaser shall ensure that the Initial Purchase Price, the Loan Repayment Amount and the

Share Premium Payable Amount are paid, with value on the Completion Date, to the Notary

Account under the reference “Holiday Inn Eindhoven” by no later than 10:00 a.m. on the day prior

to Completion Date.

9.3.2 The amounts paid into the Notary Account pursuant to Clause 9.3.1 shall be paid out in accordance

with the Notary Letter.

9.4 Completion actions

Subject to receipt of the Initial Purchase Price, the Loan Repayment Amount and the Share

Premium Payable Amount in the Notary Account in accordance with Clause 9.3.1, each Party shall

take (or have taken), or procure to be taken, the actions listed in relation to it or its Affiliates in

Schedule 9.4 in the sequence set out therein, each such action up to Completion being conditional

upon each of the preceding actions having been taken.

9.5 Failure to take Completion actions or to pay

If any of the Parties fail to fulfil any of its obligations pursuant to Clauses 9.3 or 9.4, then the other

Party may, in its absolute discretion, but after granting the other Party a reasonable remedy period,

by notice to the failing Party:

(a) proceed to Completion to the extent reasonably possible and permitted by Law;

(b) defer Completion, in which event the provisions of this Clause 9 shall apply to Completion so

deferred, provided that Completion cannot be deferred past the Long Stop Date; or

(c) rescind (ontbinden) this Agreement with immediate effect, without incurring any liability as a

result thereof and without any obligation on any Party to consummate the Transaction or to

continue negotiations, in which case the provisions of Clause 17 shall apply;

in each case without prejudice to any other rights or remedies available to such Party. Upon

rescission by the Seller in accordance with the previous sentence, the Purchaser shall

automatically, without any further action being required, become liable to the Seller for an

immediately payable amount equal to EUR 2,570,000 (two million five hundred and seventy

thousand euro) as a penalty (and not in lieu of damages), without prejudice to any other rights or

remedies available to the Seller. If the Seller is the failing party it will reimburse the Purchaser the

costs it incurred of EUR 150,000, notwithstanding the fact that the Purchaser may claim other

damages it incurred (subject to the limitations in this Agreement).

10 POST-COMPLETION OBLIGATIONS

10.1 Books and records


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The Purchaser acknowledges that the Seller may after Completion require access to certain

information pertaining to the Company from time to time. Accordingly, the Purchaser shall procure

that:

(a) the Company shall, for a period of 7 (seven) years from Completion or as much longer as

required by Law, retain all books and records relating to the Company concerning the period

up to Completion;

(b) the Seller and its Representatives shall during the period set out in 10.1(a), on reasonable

notice, be granted reasonable access, at reasonable times, to the premises, books and

records and management of the Company; and

(c) the Seller and its Representatives shall, during the period set out in 10.1(a), be allowed to

make copies of documents and files as they may reasonably require.

10.2 Termination use of names

The Purchaser shall procure that the Company shall immediately following Completion (i) no longer

use in the course of its business in any way whatsoever the words “Invesco” or any combination

thereof, any trade mark, trade name, domain name, logo or design which, at or prior to Completion,

was used, owned or licensed by the Company and/or the Seller’s Group, or anything else which is,

in the reasonable opinion of the Seller, capable of being confused with such words or any

combination thereof, or with such marks, names, logos or designs, (ii) adjusts its articles of

association to procure the termination of the words “Invesco” therein and (iii) does not bring any

claim against any member of the Seller’s Group in connection with any such words or any

combination thereof, or any such marks, names, logos or designs.

10.3 Release of Seller’s Guarantees

10.3.1 The Purchaser shall as soon as reasonably possible, but in any case within 3 (three) months after

Completion, procure that (i) the Seller’s Group is released from all liabilities assumed, guarantees

issued and other security granted in respect of obligations of the Company and/or the Property

(other than under this Agreement) (the Seller’s Guarantees) and (ii) the Company and/or the

Property has irrevocable waived, to the extent required in advance, any right of recourse against

any member of the Seller’s Group it has or may have in respect of such Seller’s Guarantees.

Pending release of the Seller’s Guarantees, the Purchaser shall indemnify (schadeloosstellen) and

hold harmless (vrijwaren) the relevant members of the Seller’s Group, for and against all actions,

claims, demands, liabilities, losses, costs, fees (including fees of legal counsel and other external

advisers) and expenses suffered or incurred by or imposed upon or instituted against any such

member in connection with the Seller’s Guarantees.

10.3.2 The Seller shall, or shall procure that its relevant Affiliates shall, as soon as reasonably possible

notify the Purchaser of any claim under the Seller’s Guarantees received after the date of this

Agreement, and consult the Purchaser on all steps to be taken in respect of any such claim, and

not make any admission of liability or enter into any settlement or compromise in relation to any

such claim without the prior written consent of the Purchaser (which consent shall not be

unreasonably withheld, delayed or made conditional).

10.4 Insurance


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10.4.1 The Purchaser acknowledges that all insurance cover in place at the level of the Seller’s Group

(excluding the Company) for the benefit of the Company or the Property, the Company or the

Property’ assets or employees or the Business, will be terminated and that it shall be the

Purchaser’s sole responsibility to ensure that adequate insurance is in place for the Company and

the Property with effect from the Completion Date. Notwithstanding the previous sentence, the

Seller shall, at the Purchaser’s request and expense, procure (as far as it is reasonably able) that

the Purchaser will be provided with all information and co-operation that is reasonably necessary to

secure a stand-alone insurance package for the Company and the Property from the Completion

Date.

11 WARRANTIES

11.1 Seller’s Warranties

11.1.1 The Seller hereby warrants to the Purchaser that, subject to matters Disclosed, each of the

statements included in Schedule 11.1.1 is true and accurate on the Signing Date and on the

Completion Date, unless any such warranty is expressly stated to be given on an earlier date or for

a particular period of time, except to the extent such statements (the Seller’s Warranties) extend

to projections, forecasts, estimates, statements of intent or statements of opinion, in respect of

which no warranties are given.

11.1.2 The Purchaser acknowledges that:

(a) it and its Representatives have been provided with the opportunity to review the Disclosed

Information and to request and review additional information and clarification they deemed

relevant before entering into this Agreement;

(b) it has performed its Due Diligence Investigation with the assistance of professional advisers,

in form, scope, substance and outcome to its reasonable satisfaction;

(c) when entering into this Agreement it did not rely on any other warranty or statement than the

Seller's Warranties;

(d) at the time of entering into this Agreement, neither it nor any of its Affiliates is actually aware

of a breach of the Seller’s Warranties;

(e) the only Seller’s Warranties given in respect of Tax are those included in paragraph 10 (Tax)

of Schedule 11.1.1.

11.2 Purchaser’s Warranties

The Purchaser hereby warrants to the Seller that each of the statements set out in Schedule 11.2

(the Purchaser’s Warranties) is true and accurate on the date of this Agreement and on the

Completion Date.

12 BREACH AND TAX INDEMNITY CLAIMS

The Parties acknowledge that the Purchaser has taken out, at its own risk and account, but for the

cost of the Seller as it concerns the premium (with a maximum of EUR 80,000), the W&I Insurance

to cover for any liability as a result of a breach of the Seller’s Warranties or in respect of a Tax


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Indemnity Claim. Consequently, in case of a breach of any of the Seller’s Warranties or a Tax

Indemnity Claim, the Seller cannot be held liable to compensate the Purchaser or the Company for

any Damage, liabilities, loss, costs, Tax (or any amount in respect of a Tax Indemnity Claim),

suffered or incurred by the Purchaser or the Company as a result of such breach of the Seller's

Warranties excluding the Seller's Warranties as stated in paragraph 1 up to and including 3

(Shares and Corporate Organisation) and paragraph 5.1 and 5.2 (Real Property) of Schedule

11.1.1 or a Tax Indemnity Claim and irrespective of whether such claim is (fully) covered by the

W&I Insurance, the W&I Insurer shall be the sole source of recourse for such compensation,

except to the extent such Claim is directly connected to fraud or criminal behaviour on the part of

the Seller and/or its Affiliates, as substantiated by the Purchaser, in which case the Purchaser will

have full and immediate recourse on the Seller in accordance with this Agreement.

13 CLAIMS

13.1 Notification of (potential) Claims

Notwithstanding Clause 14.3, if the Purchaser or any other member of the Purchaser’s Group is

notified or becomes aware of any fact, matter, circumstance or event which has given or is

reasonably likely to give rise to a Claim, the Purchaser shall, in addition to notifying the W&I

Insurer, notify the Seller thereof in writing as soon as reasonably possible but in any event within

20 (twenty) Business Days after becoming aware of a Claim, providing reasonable legal and factual

detail, failing which the Seller shall not be liable for additional damage directly caused by in respect

of such Claim to the extent that such failure to timely notify has adversely affected its position.

13.2 Legal proceedings

The Purchaser’s right to pursue any Claim shall lapse (vervallen) if the Purchaser fails to institute

legal proceedings against the Seller in respect thereof within 5 (five) months after the date on

which the Seller was (or should have been) notified of such Claim pursuant to Clause 13.1, unless

the Parties are still attempting to resolve their differences in respect of the Claim amicably.

13.3 Third Party Claims

13.3.1 If any Claim or any matter or circumstance potentially giving rise to a Claim notified pursuant to

14.1 relates to a claim by a third party, including a Tax Authority, in or out of court against the

Purchaser (a Third Party Claim) then the Purchaser shall have the right to settle with its own

professional advisors any Third Party Claim. Where such is reasonable, the Purchaser shall

conduct negotiations, if any, relating to a Third Party Claim in consultation with the Seller.

13.3.2 As soon as reasonably practicable following the date of notification under Clause 13.1, the Parties

shall consult each other on the course of action to be taken. The Purchaser shall be entitled to take

any action necessary to defend a Third Party Claim. The Purchaser shall use reasonable

endeavours to strike a fair balance between the interests of the Seller and its own interests. The

Purchaser shall keep the Seller informed on the status of the Third Party Claim.

13.4 No claims against directors or employees

The Purchaser hereby waives, by means of an irrevocable third-party stipulation, its right to bring

any claim against any present or former director or employee of any member of the Seller’s Group

(including the Company) in respect of any information, opinion or advice supplied or given (or


23

omitted to be supplied or given) by him or her to the Purchaser or any of the Purchaser’s Affiliates

or Representatives in connection with the Transaction), except to the extent such claim is directly

connected to his or her fraud or criminal behaviour.

14 LIMITATION OF LIABILITY

14.1 Disclosures and knowledge

The Seller shall not be liable in respect of a claim by the Purchaser against the Seller in respect of

any of the Seller's Warranties to the extent that any matter, fact, circumstance or event giving rise

to such claim was Disclosed.

14.2 General exclusions

The Seller shall not be liable in respect of a Claim if and to the extent such Claim (and/or the

relevant Tax Liability in respect of a Tax Indemnity Claim) has arisen as a result of, is attributable

to, or is increased by or is not resisted as a consequence of:

(a) any act, omission or failure after Completion by any member of the Purchaser’s Group or an

official representative thereof;

(b) any voluntary act or omission prior to Completion by any member of the Seller’s Group at the

specific request or with the written consent of the Purchaser or pursuant to this Agreement or

any other Transaction Document;

(c) the fulfilment by the Company of its legal or contractual obligations, provided, where the

contractual obligations are concerned, such obligations were due at the time;

(d) any change on or after Completion in Tax or accounting policies (including changes to the

length or any accounting period for Tax purposes), bases, practices, or methods applied in

preparing any accounts or valuing any assets or liabilities of the Company; or

(e) any change or enactment of Law coming into effect after the date of this Agreement (whether

or not taking effect retroactively) or any change in the interpretation of existing Law since

that date, or the amendment of any administrative practice or concession by any Tax

Authority, in either case occurring after the date of this Agreement.

14.3 Overall time limitation

The Seller shall not be liable in respect of a Claim unless written notice of the Claim pertaining

thereto has been given to the Seller in accordance with Clause 13.1:

(a) within 6 months after the Completion Date, if such Claim relates to the Seller's Warranties

referred to in paragraph 1 up to and including 3 (Shares and Corporate Organisation) and

paragraph 5.1 and 5.2 (Real Property) of Schedule 11.1.1;

(b) on or before the Business Day that is 6 (six) months after the period set by the relevant

statute of limitations applicable in the relevant jurisdiction for the Tax matter giving rise to

such claims and any applicable term during which additional assessments can be levied

under the relevant Law, if such Claim relates to the Seller's Warranties in Schedule 16 (Tax)

or is a Tax Indemnity Claim; and


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(c) on or before the Business Day that is 18 (eighteen) months after the Completion Date, if

such Claim relates to a Seller's Warranty or a Tax Indemnity Claim other than the Seller's

Warranties referred to in Clause (a) and (b) above or any other provision of this Agreement.

14.4 Minimum Claims

The Seller shall not be liable in respect of any claim by the Purchaser against the Seller in relation

to a Seller's Warranty, unless:

(a) the amount thereof (disregarding any liability for related costs and expenses, but with due

regard to all limitations of liability pursuant to this Agreement and the W&I Insurance)

exceeds EUR 10,000 (ten thousand euro) (the De Minimis Amount). For the avoidance of

doubt, regarding related claims and series of claims, the sum of such claims shall be

considered to be the De Minimis Amount; and

(b) the aggregate amount of all individual Claims that are not excluded by Clause 14.4(a) or any

other provision of this Agreement exceeds EUR 100,000 (hundred thousand euro) (the

Threshold), in which case the Seller shall be liable for the full amount and not merely the

excess.

14.5 Maximum liability

14.5.1 The total aggregate liability of the Seller in respect of (i) a claim by the Purchaser against the Seller

in respect of the Seller’s Warranties and (ii) Tax Indemnity Claims shall never exceed EUR 1 (one

euro), except:

(c) to the extent such liability is directly connected to fraud or criminal behaviour on the part of

the Seller and/or its Affiliates as extensively substantiated by the Purchaser for which the

total aggregate liability of the Seller is unlimited;

(d) for a claim by the Purchaser against the Seller in respect of the Seller's Warranties referred

to in Clause 14.3(a), for which the total aggregate liability of the Seller shall not exceed

100% (hundred percent) of the Base Purchase Price.

14.5.2 The total aggregate liability of the Seller in respect of any other provision of this Agreement (being

anything other than the Seller's Warranties and Tax Indemnity Claims) shall not exceed 100%

(hundred percent) of the Base Purchase Price.

14.6 General reductions

14.6.1 For the purpose of this Clause 14, the Seller's liability pursuant to any Claim under this Agreement

shall be reduced by:

(a) any amount recovered under a policy of insurance in force by the Purchaser's Group;

(b) the amount of the net present value of all economic benefits relating to such Claim

(including the amount of any Tax Benefit arising to the Company or member of the

Purchaser’s Group in connection with such Claim, if any); and

(c) the amount of any specific allowance, provision or reserve (including any allowance,

provision or reserve taken into account in calculating the net value of any asset) in respect of


25

the fact, matter, circumstance or event giving rise to such Claim which has been made in the

Accounts, or that amount has otherwise been taken into account in calculating the Purchase

Price; and

(d) the amount by which an allowance, provision or reserve, directly related to the relevant

Claim, (including an allowance, provision or reserve taken into account in calculating the net

value of any asset) made in the Accounts prior to Completion is found to be excessive or

unnecessary in respect of the matter for which it was made; and

(e) the amount of the sum received in respect of a liability which had been written off as

irrecoverable in the Accounts; and

14.6.2 If and to the extent the aggregate amount to be deducted in accordance with Clause 14.6.1

exceeds the amount of the Claim concerned, the excess amount shall carried forward and offset

against any future liability of the Seller in respect of any Claim.

14.7 Purchaser’s Right to Recover

14.7.1 If the Purchaser or any other member of the Purchaser’s Group (including the Company) has a

right to recover (including, for the avoidance of doubt, a right to recover from employees) or has

been indemnified by any third party, including an insurer, in respect (in whole or in part) of a matter

which has given rise to, or could give rise to, a Claim related to the Seller’s Warranties referred to

in Clause 14.3(a) (a Right to Recover), the Purchaser shall:

(a) notify the Seller of the Right to Recover as soon as possible; and

(b) exercise and enforce, and ensure that each relevant member of the Purchaser’s Group

exercises and enforces, each Right to Recover in full before claiming from the Seller.

14.7.2 The Seller shall not be liable in respect of a Claim to the extent that the Purchaser or any other

member of the Purchaser’s Group has recovered pursuant to any Right to Recover.

14.7.3 Where the Seller pays an amount to the Purchaser in respect of a Claim and the Purchaser or any

other member of the Purchaser’s Group subsequently obtains a Right to Recover which relates (in

whole or in part) to the matter that gave rise to such Claim, the Purchaser shall as soon as

reasonably possible notify the Seller thereof and:

(a) procure that the relevant members of the Purchaser’s Group exercise and enforce such

Right to Recover in full; and

(b) pay to the Seller any amount so recovered or, if less, repay the relevant amount paid to the

Purchaser by the Seller, in either case within 10 (ten) Business Days after receipt of the

recovered amount.

14.8 Obligation to mitigate

The Purchaser shall take such reasonable action and procure (as far as it is reasonably able) that

the other members of the Purchaser’s Group shall take such reasonable action to mitigate any

Claim (whether or not they are obliged to do so by Law), failing which the Seller shall not be liable

in respect of such Claim to the extent that such failure adversely affected its position.


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14.9 No double recovery

The Purchaser shall not be entitled to recover from the Seller more than once in respect of the

same loss.

15 TAX

Schedule 15 applies in respect of the Tax matters set out therein and the Seller’s Warranties set

out in paragraph 10 (Tax) of Schedule 11.1.1. In case of a conflict between the provisions of

Schedule 15 and the other provisions of this Agreement, which, unless expressly provided

otherwise, also apply to the aforementioned Tax matters and Seller’s Warranties, Schedule 15

prevails to the extent of the conflict.

16 CONFIDENTIALITY AND ANNOUNCEMENTS

16.1 Confidential Information

16.1.1 Subject to Clause 16.2, each Party shall, and shall procure that its Representatives and each other

person to whom it discloses Confidential Information or to whom Confidential Information is

disclosed at its request, shall keep confidential and not disclose or make available to anyone:

(a) the existence or contents of the Transaction Documents, including this Agreement and any

ancillary documents;

(b) the subject matter or process of negotiations or any disputes between the Parties in

connection with the Transaction;

(c) in case of the Seller, any information of a secret or confidential nature received or held by

the Seller or any of its Representatives which relates to the Purchaser’s Group or, following

Completion, the Company or their respective businesses; or

(d) in case of the Purchaser, any information of a secret or confidential nature received or held

by the Purchaser or any of its Representatives which relates to the Seller’s Group or, prior to

Completion, the Company or their respective businesses;

(together, the Confidential Information);

unless and to the extent the Confidential Information is in or comes into the public domain other

than as a result of a breach of any undertaking or duty of confidentiality by that Party, in which case

such information shall no longer be deemed to form part of the Confidential Information.

16.1.2 Each of the Parties shall, or shall procure that each of its Representatives and other persons to

whom it disclosed Confidential Information shall, on reasonable written demand from the other

Party, immediately and at its own cost and expense, without keeping copies, (i) return to that other

Party, all documents containing Confidential Information made available to it by (or on behalf of)

that other Party or any of that other Party’s Representatives, (ii) destroy all reports, analyses,

compilations, studies or other materials which contain or have been derived from or otherwise

reflect any Confidential Information, (iii) expunge all Confidential Information from any of its

computers or other devices containing Confidential Information, and (iv) upon request by that other

Party, deliver to that other Party a certificate signed by it confirming that the obligations contained


27

in this Clause 16.1.2 have been complied with, provided that each of the Parties may retain any

Confidential Information as may be required by Law.

16.2 Permitted disclosures of Confidential Information

A Party may disclose Confidential Information only:

(a) with the prior written approval from the other Party (which shall not be unreasonably

withheld);

(b) to the extent required by Law or pursuant to an order of a Governmental Entity;

(c) to the extent required for the purposes of fulfilling its obligations under this Agreement;

(d) to the extent reasonably required to conduct the defence of a claim or to enforce any rights

or to exercise any remedies under this Agreement or any related agreement;

(e) to that Party’s Representatives or Affiliates, but only to the extent necessary and provided

that before any such disclosure is made, the person to whom such disclosure will be made is

informed of the terms of this Clause and instructed to adhere to those terms as if such

person were bound by them;

(f) to a person that has the intention to assume rights or obligations of such Party under and in

accordance with this Agreement, but only to the extent necessary and provided that before

any such disclosure is made, the person to whom such disclosure will be made is informed

of the terms of this Clause and instructed to adhere to those terms as if such person were

bound by them;

provided that if a Party is required by Law or pursuant to an order of a Governmental Entity to

disclose any Confidential Information, it shall promptly and if reasonably possible and lawful before

disclosure occurs notify the other Party. The Party required to disclose Confidential Information

shall, if reasonably possible and lawful, co-operate with the other Party with regard to the timing

and content of such disclosure, or any action which the other Party may reasonably elect to

challenge such requirement.

16.3 Announcements

No announcement or press release regarding the Transaction or any element thereof shall be

made or issued other than with the prior written approval from each of the Parties. This shall not

affect any announcement required by Law (including the regulations of any relevant stock

exchange or other regulatory body as applicable to any Party), provided that the Party with an

obligation to issue an announcement shall as soon as reasonably possible notify the other Party.

The Party making an announcement shall, if reasonably possible and lawful, co-operate with the

other Party with regard to the timing and content of such announcement, or any action which the

other Party may reasonably elect, to challenge such requirement.

17 TERMINATION

Termination of this Agreement shall not affect the accrued rights and obligations of the Parties at

the time, nor the continued validity of the provisions of Clauses 1 (Definitions and interpretation)


28

and 16 (Confidentiality and announcements), this Clause 17 (Termination), and Clauses 18.2

(Costs and expenses), 18.2.2 (Payments), 18.4 (Assignment), 18.5 (Entire agreement), 18.6

(Remedies), 18.7 (Waiver and variation), 18.8 (No third party beneficiaries), 18.9 (Severability),

18.10 (Notices), 18.11 (Notarial independence), 18.12 (Governing law and jurisdiction), and 18.13

(Counterparts).

18 MISCELLANEOUS

18.1 Further assurances

Each Party shall, at its own cost and expense, execute such documents and do such things, or

procure (as far as it is reasonably able) that another person executes such documents and does

such things, as the other Party may from time to time reasonably require in order to give full effect

to, and give each Party the full benefit of, this Agreement.

18.2 Costs and expenses

18.2.1 Except as otherwise provided in this Agreement, each Party shall pay its own costs and expenses

relating to the negotiation, preparation and execution by it of this Agreement and fulfilling its

obligations hereunder.

18.2.2 The costs and expenses of the Deed of Transfer and other notarial documents required to give

effect to the transfer of the Shares shall be borne by the Seller. All Taxes levied as a result of or in

connection with the execution or completion of this Agreement or any other document required to

be executed under this Agreement or in respect of the effectuation of the Transaction, including

RETT payable in any jurisdiction, shall be for the account of the Purchaser.

18.3 Payments

18.3.1 Except as otherwise provided in this Agreement, all payments to be made hereunder shall be made

in euro by way of electronic transfer in immediately available funds on or before the due date for

payment:

(a) if to the Seller, to the Seller’s Accounts;

(b) if to the Purchaser, to the Purchaser’s Account;

(c) if to the Lenders, to the Lenders’ Accounts; and

(d) if to the Notary, to the Notary Account.

18.3.2 Except as otherwise provided in this Agreement, if a Party defaults in the payment, when due, of

any sum payable under this Agreement, it shall pay interest at the Agreed Interest Rate on that

sum from the date on which payment is due up to and including the date of actual payment, which

interest shall accrue from day to day.

18.3.3 Where any payment is made in satisfaction of a liability for breach of a warranty or in respect of an

indemnity under this Agreement or any other obligation under Schedule 15, that payment shall, so

far as possible, be treated as an adjustment of the Purchase Price of the Shares equal to any such

amount.


29

18.3.4 Subject to Clause 18.2.2, all payments made by a Party under this Agreement shall be made free

from any counterclaim or set-off and without deduction or withholding of any Tax other than Taxes

to be deducted or withheld by Law. If a Party is required by Law to make a deduction or withholding

in respect of any sum payable under this Agreement, the sum shall be increased to the extent

necessary to ensure that, after the making of any such deduction or withholding, the other Party

receives the full amount which would have been received but for such deduction or withholding.

18.4 Assignment

The rights and obligations of a Party under this Agreement cannot be assigned, otherwise

transferred (whether directly or indirectly) or Encumbered, without the prior written consent of the

other Parties, except that the Purchaser shall be entitled to assign this Agreement to the Deutsche

Pfandbriefbank AG in relation to the loan used to finance the Transaction. Any purported

assignment, transfer or Encumbrance in breach of this Clause 18.4 shall be null and void.

18.5 Entire agreement

This Agreement (together with the other Transaction Documents) represents the entire

understanding, and constitutes the whole agreement, in relation to the Transaction and replaces

any prior agreement including undertakings, arrangements, offer letters, understandings or

statements of any nature (whether or not in writing) between the Parties with respect thereto,

including the HoT.

18.6 Remedies

Each Party hereby excludes or irrevocably waives its rights arising out of Title 1 of Book 7 DCC

and its right to invoke any protection provided by the Law in relation to this Agreement, including

the right to:

(a) rescind (ontbinden) this Agreement in whole or in part;

(b) suspend (opschorten) any of its obligations under this Agreement; and

(c) nullify (vernietigen) or amend (wijzigen) this Agreement in whole or in part;

other than the right to claim damages (schadevergoeding).

18.7 Waiver and variation

18.7.1 Except as expressly otherwise provided in this Agreement, no omission or delay on the part of any

Party in exercising any right or remedy under this Agreement or by Law shall be construed as a

waiver thereof or of any other right or remedy, or shall prejudice or impair any further exercise of

such or any other right or remedy. Any single or partial exercise of any right or remedy under this

Agreement or by Law shall not preclude the further or any future exercise thereof or of any other

right or remedy.

18.7.2 A waiver of any right or remedy under this Agreement shall only be effective if given in writing and

executed by or on behalf of the Party giving the waiver, and shall not be deemed a waiver of any

right or remedy in respect of any subsequent breach or default.


30

18.7.3 An amendment of or supplement to this Agreement shall only be valid if it is in writing and duly

signed by or on behalf of all Parties.

18.8 No third party beneficiaries

This Agreement is concluded for the benefit of the Parties and their respective successors and

permitted assigns, and nothing in this Agreement is intended to or implicitly confers upon any other

person any right, benefit or remedy of any nature whatsoever, except to the extent explicitly stated

in this Agreement (e.g. in Clause 13.4). In the event that any third party stipulation contained in this

Agreement is accepted by any third party, such third party will not become a party to this

Agreement.

18.9 Severability

If any provision of this Agreement, or the application thereof to any Party or circumstance, is held to

be illegal, invalid or unenforceable in whole or in part under any Law, then such provision shall to

that extent be deemed not to form part of this Agreement and, to the extent reasonably possible,

replaced with a legal, valid and enforceable provision that, seen in the context of this Agreement as

a whole, achieves as closely as possible the intention of the Parties under this Agreement, without

affecting the legality, validity and enforceability of the remainder of this Agreement.

18.10 Notices

18.10.1 Any communication to be made under or in connection with this Agreement, including any notice to

be given by a Party to the other Party, shall be in writing and except as otherwise provided in this

Agreement, may be by letter or email.

18.10.2 The (email) address and the company, department or officer, if any, for whose attention the

communication is to be made of each Party for purposes of any communication under or in

connection with this Agreement is that identified in this Clause 18.10.2 or any substitute (email)

address or company, department or officer as a Party may notify the other Party by not less than 5

(five) Business Days' notice.

The Seller:

IRE Hotel II Holdco 1 S.À.R.L.

Simone Schmitz

37A Avenue JF Kennedy

1855 Luxembourg, Luxembourg

Email:

With a copy to: Loyens & Loeff N.V.

Email: [email protected]

Attention: Bram Linnartz

The Purchaser:

New Century Europe I S.À.R.L. Limited


31

Address: Unit 4706, 47/F The Center

99 Queen's Road Central

Hong Kong

Attention: Derek Cheung


With a copy to: DLA Piper Nederland N.V.


Attention: Rutger Oranje

18.10.3 Any notice shall be delivered by hand or courier, or sent by registered post or email, and shall be

deemed to have been received:

(a) in the case of delivery by hand or courier service, at the time of delivery;

(b) in the case of registered post, on the 3rd (third) Business Day following the date of posting;

(c) in the case of email, on the date and time transmitted, as evidenced by a positive facsimile

transmission confirmation report or confirmation of delivery by a delivery receipt, as

applicable.

18.10.4 Any notice not received on a Business Day or received after 17:00 on any Business Day in the

place of receipt shall be deemed to be received on the following Business Day.

18.10.5 For purposes of any dispute under this Agreement, the Seller has irrevocably chosen domicile in

the Netherlands to serve process in the Netherlands and to deliver any documents relating to

dispute resolution at the office of Loyens & Loeff N.V., which is located at Fred. Roeskestraat 100,

1076 ED, Amsterdam, the Netherlands, marked for the attention of Bram Linnartz.

18.11 Notarial independence

The Parties acknowledge that the Notary works with DLA Piper Nederland N.V., the firm that

advises the Purchaser in the Transaction. With reference to the Code of Conduct (Verordening

beroeps- en gedragsregels) established by the Royal Notarial Professional Organisation

(Koninklijke Notariële Beroepsorganisatie), the Parties hereby explicitly agree that:

(a) the Notary shall execute any notarial deeds related to this Agreement; and

(b) the Purchaser is and may in future be assisted and represented by DLA Piper Nederland

N.V. in relation to this Agreement and any agreements that may be concluded, or disputes

that may arise, in connection therewith.

18.12 Governing law and jurisdiction

18.12.1 This Agreement (for the avoidance of doubt including the provisions of Clause 18.12.2) and any

non-contractual obligations arising out of or in connection with it are governed by and shall be

construed in accordance with the laws of the Netherlands.


32

18.12.2 Except as expressly otherwise provided in this Agreement (e.g. in case the independent expert

procedure pursuant to Clause 5.2.3 applies), any disputes arising out of or in connection with this

Agreement, including regarding the existence or validity of this Agreement, and any non-

contractual obligations arising out of or in connection with this Agreement, are subject to the

exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, without prejudice to

the right of appeal and appeal to the Supreme Court.

18.12.3 Nothing prevents a Party from requesting interim or protective measures from the relevant courts.

18.13 Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall

constitute one and the same instrument.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

Schedules, Annexes and signature page(s) to follow


Schedule (C)

PARTICULARS OF THE COMPANY

The Company

Company name Invesco HF 2 Eindhoven Hotel Investment B.V.

Form of company A private company with limited liability

Registered number 54600170

Registered office Naritaweg 165, 1043 BW Amsterdam

Date and place of incorporation 03-02-2012, Amsterdam

Managing directors D.G. Ponsen, N.A. van den Berg, E. Neubüser, H.P Hermann

Share Capital Issued 18,000

Paid up 18,000

Shares Nominal value 1

Shareholders and Shares held IRE Hotel II HoldCo 1 S.Á.R.L, 18,000


Schedule (I)

Equity Commitment Letter

Equity Commitment Letter 1

EQUITY COMMITMENT LETTER

From: Huge Harvest International Limited P.O. Box 957, Offshore Incorporations Centre, Road Town Tortola, British Virgin Islands (the "Purchaser's Sponsor") To: New Century Europe I S.à r.l. 1, rue Jean-Pierre Brasseur L-1258, Luxembourg (the "Purchaser") and IRE Hotel II Holdco 1 S.à r.l. 37A Avenue JF Kennedy L-1855, Luxembourg (the "Seller")

Dated:__________________ Dear Sirs, Proposed acquisition of Invesco HF 2 Eindhoven Hotel Investment B.V. This equity commitment letter (the "Letter") is entered into in accordance with the contemplated acquisition of Invesco HF 2 Eindhoven Hotel Investment B.V. (the "Company") by the Purchaser on the terms of a share sale and purchase agreement to be entered into on or about the date of this Letter between the Seller and the Purchaser (the "SPA"). Terms used in this Letter have the same meaning as in the SPA unless otherwise defined. 1. Introduction The Seller has requested the Purchaser to secure a commitment from the Purchaser's Sponsor that, in case the Purchaser is not able to obtain third party debt to finance the (Initial) Purchase Price, the Purchaser's Sponsor shall provide funding to complete the Transaction within the timeframes set out in the SPA (or such other timeframe as may be agreed upon). Each party to this Letter agrees that this Letter will create rights and obligations between the parties to this Letter (together, the "Parties", and each a "Party"). 2. Purchaser's Sponsor undertakings 2.1. The Purchasers Sponsor hereby irrevocably confirms and undertakes to the Purchaser and the

Seller that: a) the Purchaser's Sponsor shall, in case the Purchaser is not able to obtain third party debt

to finance the (Initial) Purchase Price, provide the necessary funding to complete the Transaction within the timeframes set out in the HoT (or such other timeframe as may be agreed upon); and


b) the Transaction shall not in any way be subject to the ability of the Purchaser to obtain third party debt.

2.2. Notwithstanding any other provisions in this Letter, the maximum aggregate amount payable

by the Purchaser's Sponsor under or in connection with this Letter (the "Sponsor's Funding") shall not exceed, in aggregate, the Initial Purchase Price minus the Commitment Deposit (as defined in the SPA).

3. Warranties and undertakings 3.1. The Purchaser's Sponsor warrants to the Purchaser and the Seller that, as of the date of this

Letter it has committed funds available to it (and not otherwise intended or expected to be used for any purpose other than) to provide the Sponsor's Funding.

3.2. The Purchaser's Sponsor undertakes to the Purchaser and the Seller that it shall take all

reasonable action to ensure (so far as it is lawfully able) that its committed funds referred to in paragraph 3.1 above shall at all relevant times remain available to make the Sponsor's Funding available, subject to and upon the terms of this Letter.

4. Conditions The Sponsor's Funding is subject to and conditional only upon each of the conditions to the Purchaser’s obligations to effect Completion under the SPA having been satisfied or, where applicable, waived in accordance with the SPA (other than any condition relating to the payment of the Purchaser Price by the Purchaser) and the SPA not having been terminated in accordance with its terms. 5. Duration 5.1. This Letter shall remain in force until the earliest of:

a) the Purchaser’s payment obligations at Completion under the SPA having been discharged in full;

b) the payment in full of the Sponsor's Funding; and/or c) the termination of the SPA in accordance with its terms.

After which this letter is terminated. 5.2. Upon termination of this Letter in accordance with paragraph 5.1, any obligations of the

Purchaser's Sponsor under this Letter shall terminate and be of no further force or effect (including the Purchaser's Sponsor's obligations to provide the Sponsor's Funding) and none of the Parties shall have any liability under this Letter except for any such liability arising from a breach of this Letter occurring prior to any such termination of this Letter.

6. Miscellaneous 6.1. The provisions of this Letter shall be binding upon the Parties and their respective heirs, legal

representatives, successors and assigns. 6.2. No variation of this Letter shall be effective unless in writing and signed by or on behalf of

each of the Parties. 6.3. Save as otherwise set out in this Letter, neither this Letter nor any right or obligation under this

Letter shall be assigned, pledged, held in trust or otherwise transferred in whole or in part by any Party without the prior written consent of the other Parties.

6.4. If any provision in this Letter is held to be illegal, invalid or unenforceable, in whole or in part,


that provision shall apply with whatever deletion or modification is necessary so that that provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

6.5. This Letter, and any non-contractual obligations arising out of or in connection with it, shall be

governed by and construed in accordance with Dutch Law. Any claim or dispute should be brought before the Court of Amsterdam.

6.6. This Letter may be entered into in any number of counterparts, all of which taken together shall

constitute one and the same instrument. Any Party may enter into this Letter by executing any such counterpart.

[signature page to follow]


SIGNATURE PAGE Yours faithfully, HUGE HARVEST INTERNATIONAL LIMITED ___________________________ By: Title: Agreed and Accepted: Purchaser For and on behalf of NEW CENTURY EUROPE I S.À.R.L. ___________________________ By: Title:

For and on behalf of NEW CENTURY EUROPE I S.À.R.L. ___________________________ By: Title:

Seller For and on behalf of IRE HOTEL II HOLDCO 1 S.À.R.L. ___________________________ By: Title:

For and on behalf of IRE HOTEL II HOLDCO 1 S.À.R.L. ___________________________ By: Title:


Schedule 1.1(a)

DATA ROOM INDEX

Document List Export

Project Holiday Inn Eindhoven: Document IndexAs Of:Jul 14, 2016 3:07 AM AST Kind # Title Ownership ID Document Size Folder Path Added By Organization Added On Modified On Unread Note Protection Document Link

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4/13/16 9:14 AM 4/13/16 9:14 AM

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4/13/16 9:14 AM 4/13/16 9:14 AM

Adobe Acrobat 1.1.1 2013 financial statements (executed all directors) 5588724718 323 K Corporate\Corporate Financials\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM https://services.intralinks.com/AZ?p=3&w=3040775&br=1&documentId=5588724718

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Adobe Acrobat 1.1.3 Consolidated FS of the Fund 2014 5588724698 7.37 M Corporate\Corporate Financials\ Il Upload_fs Intralinks


Adobe Acrobat 1.1.4 Consolidated FS of the Fund 2015 5588724688 1 M Corporate\Corporate Financials\ Il Upload_fs Intralinks


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4/13/16 12:01 PM 4/13/16 12:01 PM https://services.intralinks.com/AZ?p=3&w=3040775&br=1&documentId=5589158678

Adobe Acrobat 1.1.14 Share Pledge 5589168188 1.04 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


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Microsoft Excel Spreadsheet 1.1.16 No 11 and 17 - Eindhoven-property depreciation calculation 5604530678 109.5 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.17 No 21 and 22 AR aging 5604557988 16.9 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.18 2.2.1 Investering EIHO 2012-2015 5607199008 19.22 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.19 2.3.1 Financial statements 31.12.2014 5607189978 607.75 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.20 No 3 Trial balance and journal entries 2013,2014,2015 5607173218 233.57 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.21 No 3 Trial Balance and journal entries as at 31032016 5607181988 44.96 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.22 No 11 and 17 - Eindhoven-property depreciation calculation (2) 5607181998 109.5 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.23 No 21 and 22 AR aging (2) 5607182008 16.9 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.24 No 36 SHL interest calculation 5607199038 16.31 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.25 Point 24 and 25 Invesco HF2 Eindhoven - CBN current account Q1 2016 5607173248 22.81 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.26 Point 24 and 2015 Invesco HF2 Eindhoven - CBN rent account Q1 2016 5607199068 14.62 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.27 21,1 AR Aging 2014 and 2015 5626613428 21.28 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.28 45.1 Vendor breakdown and aging as at 310316 5626613448 16.24 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.29 45.2 Rent calculations 2015 5626639468 53.5 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.30 Invesco HF2 Eindhoven - CBN bank statement 31.12.2015 - curent account 5626613468 14.95 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.31 Invesco HF2 Eindhoven - CBN bank statement 31.12.2015 - rent account 5626613478 14.71 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.32 10.01 Tax Letter 2014 5629151858 390.43 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.33 10.02 INVESCO HF 2 EINDHOVEN HOTEL INVESTMENT BV_W14 EN 5629060168 87.54 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.34 10.03 INVESCO HF 2 EINDHOVEN HOTEL INVESTMENT BV_W14 NL 5629069758 88.05 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.35 201647334 - Invesco HF 2 Eindhoven Hotel Investment BV - tax letter 2015... 5629060228 216.83 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.36 201647334 2016.02.26 - Audit review Invesco HF 2 eindhoven Hotel Investm... 5629120048 59.38 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.37 201647334 Invesco HF 2 Eindhoven Hotel Investment BV - Vpb 2013 5629120078 88.97 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.38 Bank statement 13.04.2012 drawdown 2 5629151958 294.14 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.39 Bank statement 21.03.2012 drawdown 1 5629151978 120.44 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.40 IN invoice Gemeente Eindhoven (sewer tax year 2016) dated 31.01.2016 - EUR 144.- 5629069838 42.02 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.41 IN invoice Gemeente Eindhoven dated 31.01.2015 - EUR 144.- sewer tax yea... 5629060288 44.16 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.42 Invesco HF 2 Eindhoven Hotel Inv. BV - Lockton Inv. no. 1297932-395369-492177 5629060308 157.45 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.43 Invesco HF 2 Eindhoven Hotel Inv. BV - Lockton Inv. no. 1297932-395369-492177-783346 5629152028 161.33 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.44 Invoice Gemeente Eindhoven dated 31.10.2015 (property tax year 2015) - EUR 32,698.96 5629060328 48.83 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.45 Tax General Memo 2014 (EN) V2 5629120158 836.67 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.46 Tax registration letter 22.02.2012 5629060368 45.66 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.47 shareholder_loan_agreement_IREHIIH_1_to_IHF2EHI_8.600.000_20120321 5646748358 1.65 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.48 DMS-#11409527-v1-Deed_of_mortgage 5649476808 1.62 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.49 DMS-#11409533-v1-Facility_Agreement_(executed_both_parties) 5649485528 2.99 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.50 DMS-#11409823-v1-certified_copy_share_pledge_22-03-2012 5649514768 1.27 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Folder 1.1.51 43.3 Vouchers 5650575628 Corporate\Corporate Financials\43.3 Vouchers\ Pieter Jonkers Loyens & Loeff

5/10/16 10:58 AM 5/10/16 10:58 AM

Folder 1.1.51.1 General 5650575708 Corporate\Corporate Financials\43.3 Vouchers\General\ Pieter Jonkers Loyens & Loeff

5/10/16 10:59 AM 5/10/16 10:59 AM

Microsoft Excel Spreadsheet 1.1.51.1.1 Copy of HI Eindhoven Voucher List - with comments 5650666208 58 K Corporate\Corporate Financials\43.3 Vouchers\General\ Pieter Jonkers Loyens & Loeff


Folder 1.1.51.2 2014 5650575768 Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff

5/10/16 10:59 AM 5/10/16 10:59 AM

Adobe Acrobat 1.1.51.2.1 Current account statement July 2014 5650609948 14.85 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.2 Current account statement June 2014 5650609968 14.74 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.3 Current account statement Oct 2014 5650666378 14.97 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.4 EL year 2014 Invesco HF2 Eindhoven - executed 5650609998 471.54 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.51.2.5 HF2 Eindhoven Hotel Investment B V - loan interest due on 31 December 2014 5650666438 131.5 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.6 IN Invoice Belasting Eindhoven property tax 2014 31.01.2014 - EUR 30,013.52 5650656958 42.2 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.7 IN Invoice Waterschap year 2014 dated 31.03.2014 - EUR 2,837.77 5650647288 158.82 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.8 Insurance invoices 5650610018 87.57 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.9 Invoice_HF_2_Eindhoven_rent_Nov_2014_outgoing_invoice_2014-22 5650666498 154.38 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.10 Rent account statement Oct 2014 5650647328 14.83 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.11 Repayment form loan principal dated 16.06.2014 (executed) 5650610078 29.96 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.2.12 Repayment notices loan and interest 31.10.2014 - executed 5650666538 84.47 K Corporate\Corporate Financials\43.3 Vouchers\2014\ Pieter Jonkers Loyens & Loeff



5/10/16 10:59 AM 5/10/16 10:59 AM

Adobe Acrobat 1.1.51.3.1 Holiday_Inn_Veldmaarschalk_Montgomerylaan_1_Eindhoven_5612_BA_Netherland... 5650657238 148.08 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.2 Invesco HF 2 Eindhoven - 0635993929 (current account) - March 2015 5650610378 15.37 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.3 Invesco HF 2 Eindhoven - 0635994070 (rent account) - April 2015 5650657258 14.76 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.4 Invesco HF 2 Eindhoven - 0635994070 (rent account) - March 2015 5650666798 14.83 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.5 Invesco HF 2 Eindhoven - 0635994070 (rent account) - Nov 2015 5650647638 14.51 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Page 1


Adobe Acrobat 1.1.51.3.6 Invoice_HF_2_Eindhoven_-_recharged_water_fees_2015_-_outgoing_invoice 2015-19_with_attachments 5650657288 150.22 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.7 Invoice_HF_2_Eindhoven_rent_April_2015_outgoing_invoice_2015-03 5650657308 154.71 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.8 Invoice_HF_2_Eindhoven_rent_Dec_2015_outgoing_invoice_2015-20 5650647688 154.81 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.9 Invoice_HF_2_Eindhoven_rent_May_2015_outgoing_invoice_2015-08 5650657338 154.7 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.10 Invoice_HF_2_Eindhoven_rent_Nov_2015_outgoing_invoice_2015-18 5650666858 155.08 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.11 Repayment_notice_interest_and_loan_principal_09.03.2015 - Invesco Eindhoven (fully executed) 5650666878 55.09 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.12 SWAP interest Q3 2015 5650657398 105.93 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.3.13 T20719-107157 Rate Reset Of A Swap 5741253498 114.49 K Corporate\Corporate Financials\43.3 Vouchers\2015\ Pieter Jonkers Loyens & Loeff



5/10/16 10:59 AM 5/10/16 10:59 AM

Adobe Acrobat 1.1.51.4.1 Citco Invoice 126617 - Invesco HF2 Eindhoven 5650667348 30.31 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.4.2 Holiday_Inn_Veldmaarschalk_Montgomerylaan_1_Eindhoven_5612_BA_Netherland... 5650657738 148.08 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.4.3 IN Invoice Fairmas GmbH dated 13.01.2016 - EUR 1,456.60 5650648098 92.46 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.4.4 Invesco HF2 Eindhoven - CBN current account Q1 2016 5650610958 23.36 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.4.5 Invesco HF2 Eindhoven - CBN rent account Q1 2016 5650648158 15.31 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.51.4.6 Invoice_HF_2_Eindhoven_rent_Jan_2016_outgoing_invoice_2015-23 5650611008 120.12 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.51.4.7 RE HF2 - Transfers from the Dutch Entities - December 2015 5650667528 111.5 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.51.4.8 SWAP notice Q1 2016 5650667578 155 K Corporate\Corporate Financials\43.3 Vouchers\2016\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.52 Eindhoven TB 2012 5653900648 14.14 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Folder 1.1.53 Payment Slips 5654611308 Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff

5/11/16 12:56 PM 5/11/16 12:56 PM

Microsoft Word Document 1.1.53.1 Bank interest Q3 2015 5654650168 42.5 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.53.2 Bank loan interest 31.03.2015 5654569598 82.5 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.53.3 Eindhoven - SAS_70_loan_template-shareholder_loan_30.09.2015_(v01.10.2015) 5654598778 966 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 1.1.53.4 Interest on bank loan Q4 2015 5654598788 42.5 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 1.1.53.5 Interest on SWAP Q4 2015 5654598808 58.02 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.6 Invesco HF 2 Eindhoven - 0635993929 (current account) - March 2015 5654579238 15.37 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.7 Invesco HF 2 Eindhoven - 0635994070 (rent account) - March 2015 5654598828 14.83 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.8 Invesco HF 2 Eindhoven - CBN current account 30.09.2015 5654569628 14.86 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.9 Invesco HF 2 Eindhoven - CBN rent account 30.09.2015 5654579268 14.8 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.10 Invesco HF2 Eindhoven - CBN bank statement 31.12.2015 - rent account 5654579278 14.95 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.11 Invesco HF2 Eindhoven - CBN current account Q1 2016 5654598868 23.36 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.12 Invesco HF2 Eindhoven - CBN rent account Q1 2016 5654569658 15.31 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.13 Invesco HF2 Eindhoven - Rent account bank statement 30.06.2015 5654650228 14.86 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.53.14 Loan interest period 31.03.2015 - 30.06.2015 5654650238 82 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.53.15 Loan notice Q1 2016 5654598898 96 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.16 Repayment_notice_interest_and_loan_principal_09.03.2015 - Invesco Eindhoven (fully executed) 5654579328 55.09 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 1.1.53.17 SWAP interest 31.03.2015 5654569668 37.5 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 1.1.53.18 SWAP interest period 31.03.2015 - 30.06.2015 5654569688 37.5 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.53.19 SWAP interest Q3 2015 5654579348 105.93 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.53.20 SWAP notice Q1 2016 5654650248 155 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.53.21 Transfers from Dutch entities - December 2014v2 5654598928 354.25 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.53.22 Transfers from Dutch entities - March 2016 v2 5654598938 31.55 K Corporate\Corporate Financials\Payment Slips\ Pieter Jonkers Loyens & Loeff


Folder 1.1.54 Item 168 5657744928 Corporate\Corporate Financials\Item 168\ Pieter Jonkers Loyens & Loeff

5/12/16 10:29 AM 5/12/16 10:29 AM

Adobe Acrobat 1.1.54.1 Invoice_HF_2_Eindhoven_-_Tmobile_fees_-_outgoing_invoice_2015-17_(fees_Q3_2015) 5657835178 168.28 K Corporate\Corporate Financials\Item 168\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.54.2 Invoice_HF_2_Eindhoven_-_Tmobile_fees_-_outgoing_invoice_2015-22_(fees_Q4_2015) 5657835198 134.43 K Corporate\Corporate Financials\Item 168\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.54.3 RE Huur masten T-Mobile Montgomerylaan Eindhoven - Indexation letter as of 01 10 2015 and invoi 5657816558 241.5 K Corporate\Corporate Financials\Item 168\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.54.4 RE Huur masten T-Mobile Montgomerylaan Eindhoven 5657894678 1.36 M Corporate\Corporate Financials\Item 168\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.54.5 T-Mobile fees breakdown Year 2014-2015 5657816628 28.5 K Corporate\Corporate Financials\Item 168\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.54.6 Indexation_letter_TMobile_antenna_1_October_2015_(with attachments) 5657835148 332.87 K Corporate\Corporate Financials\Item 168\ Pieter Jonkers Loyens & Loeff



5/12/16 10:29 AM 5/12/16 10:29 AM

Unknown 1.1.55.1 Endhoven - Insurance invoices to be paid 5657835328 137 K Corporate\Corporate Financials\Item 174\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.55.2 Holiday_Inn_Veldmaarschalk_Montgomerylaan_1_Eindhoven_5612_BA_Netherland... 5657816688 148.08 K Corporate\Corporate Financials\Item 174\ Pieter Jonkers Loyens & Loeff



5/12/16 10:30 AM 5/12/16 10:30 AM

Adobe Acrobat 1.1.56.1 2013 financial statements (executed all directors) (2) 5657806558 323 K Corporate\Corporate Financials\Item 176\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.56.2 Financial statements 31.12.2014 (fully executed all directors) (2) 5657835398 607.75 K Corporate\Corporate Financials\Item 176\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.56.3 Invesco eindhoven - 2012 financial statements (fully executed) 5657835448 271.25 K Corporate\Corporate Financials\Item 176\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.56.4 Invesco_HF_2_Eindhoven_Hotel_Investment_BV_Financial_Statements_2015_(v05.04.2016) (3) 5657806618 157.81 K Corporate\Corporate Financials\Item 176\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.56.5 Signed Audit opinion HF2 Eindhoven year 2013 5657835498 38.15 K Corporate\Corporate Financials\Item 176\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.56.6 SOTO opinion Invesco HF 2 Eindhoven 2014 (2) 5657835538 83.54 K Corporate\Corporate Financials\Item 176\ Pieter Jonkers Loyens & Loeff



5/12/16 10:30 AM 5/12/16 10:30 AM

Adobe Acrobat 1.1.57.1 10.02 INVESCO HF 2 EINDHOVEN HOTEL INVESTMENT BV_W14 EN 5657929408 87.54 K Corporate\Corporate Financials\Item 177\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.57.2 Invesco HF 2 Eindhoven BV - Vpb 2012 5657929418 89.93 K Corporate\Corporate Financials\Item 177\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.57.3 Invesco HF 2 Eindhoven Hotel Investment BV - Vpb 2013 5657920028 88.98 K Corporate\Corporate Financials\Item 177\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.57.4 statement of acceptance - CITR year 2012 - executed 5657947578 40.42 K Corporate\Corporate Financials\Item 177\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.57.5 statement of acceptance - CITR year 2013 - executed 5657920068 32.7 K Corporate\Corporate Financials\Item 177\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.57.6 Statement of acceptance CITR year 2014 5657947608 53.41 K Corporate\Corporate Financials\Item 177\ Pieter Jonkers Loyens & Loeff



5/12/16 10:31 AM 5/12/16 10:31 AM

Adobe Acrobat 1.1.58.1 CIT assessment year 2012 5657939668 45.42 K Corporate\Corporate Financials\Item 178\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.58.2 RE Invesco HF2 Eindhoven Hotel Investment B V - CIT assessment year 2012 5657948428 62 K Corporate\Corporate Financials\Item 178\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.59 Indexation_letter_HF_2_Eindhoven_1_January_2016 5657835098 91.02 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Folder 1.1.60 208-VAT 5659865078 Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff

5/13/16 1:40 AM 5/13/16 1:40 AM

Adobe Acrobat 1.1.60.1 Dutch VAT Q1 2013 5660466078 51.23 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff








Microsoft Excel Spreadsheet 1.1.60.5 Q1 2014 5660449068 53.72 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.60.6 Q1 2016 VAT Return HF2 Eindhoven 5660474838 65.45 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff


Page 2








Microsoft Excel Spreadsheet 1.1.60.10 VAT return Q1 2013 5660449098 42.96 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff
















Microsoft Excel Spreadsheet 1.1.60.18 2012, Q1 updated 5662287888 855.99 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.60.19 Filed Q2 2012 VAT - payabel amount EUR 93,375 5662268668 202.67 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.60.20 Final version - Dutch VAT return Q1 2012 5662287978 12.6 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.60.21 Invesco HF 2 Eindhoven Hotel Investment BV - Q1 2012 VAT return 5662278288 128.83 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.60.22 Invesco HF 2 Eindhoven Hotel Investment BV - VAT Q2 2012 5662278338 119.33 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff




Microsoft Excel Spreadsheet 1.1.60.24 VAT return Q4 2012 - Amended 5662296438 50.85 K Corporate\Corporate Financials\208-VAT\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.61 Eindhoven TB 31032016 with management fee 5671567098 13.67 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.62 Comparision vs 31 12 2015 and 30 04 2016 (v13.05.2016) 5672047808 132.41 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.63 Eindhoven-arrangement fees amortization calculation 5672129178 39 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.64 Eindhoven-property depreciation calculation 5672026078 102.5 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.65 Invesco HF2 Eindhoven - bank statements current account 01.01.2016 - 30.04.2016 5672026088 23.7 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.66 Invesco HF2 Eindhoven - bank statements rent account 01.01.2016 - 30.04.2016 5672047828 15.66 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.67 Bijlage 2 - WOZ beschikking 5678698588 181.41 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.68 CIT assessment year 2013 - dated 12.03.2016 5678688548 41.73 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.69 RE indexation for 2014 20152016 SITE 11112 5680066098 41 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.70 Eindejaarsmailing 5680072298 126.5 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.71 FW Eindhoven remaining questions 5680100288 812.5 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.72 Identified version FS HF2 Eindhoven (2) 5680072328 306.53 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.73 Opinion publication version HF2 Eindhoven (2) 5680072348 36.05 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.74 Signed Audit opinion HF2 Eindhoven (2) 5680100318 38.15 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.75 20160615 TP Report AM fee Eindhoven final 5739396628 747.21 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.76 20160603 TP Report SHL Eindhoven_Final (2) 5739414498 1.29 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.77 2016.055563 AL - Draft Transmittal Invesco Eindhoven(14-06-2016 9.29.28)... 5739404618 42.35 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.78 2016 055563 AL - Invesco_HF_2_Eindhoven_Hotel_Investment_BV_Financial_St... 5739396608 683.47 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.79 2016 055563 AL - Invesco_HF_2_Eindhoven_Hotel_Investment_BV_Financial_St... (1) 5739367018 727 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.80 2016 055563 AL - Auditors report Invesco Eindhoven 2015(14-06-2016 9 29 ... 5739396578 47.31 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.81 2016 055563 AL - Auditors report Invesco Eindhoven 2015(14-06-2016 9 29 ... (2) 5739404608 62.6 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.82 Transmittal letter HF2 Eindhoven (2) 5680100338 50.89 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Unknown 1.1.83 financial documents 5680072838 938 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.84 Eindhoven GL 2012 5686012118 89.99 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.85 DMS-#11373215-v2-FINAL_completion_statement_Invesco_HF_2_Eindhoven_Hotel... 5690001248 13.86 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.86 20160603 TP Report SHL Eindhoven_Final 5738083818 1.29 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.87 Invesco HF2 Eindhoven Hotel Investment B.V. - Fairmas GmbH invoice 651-2... 5741217278 25.23 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.88 IN invoice Deloitte dated 18.03.2016 - VAT fees Q4 2015 - EUR 1,784.75 5741234578 34.06 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.89 document2012-04-05-110302 5741244178 653.47 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.90 Financial statements 31.12.2015 - fully executed 5742279238 602.12 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.91 Tax registration 5741235208 231.17 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.92 4165 5741569758 207.93 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.93 T20719-107157_22448v1 5742281188 109.34 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 1.1.94 NIBAJO 2016032914583322405 5742281158 58.12 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.95 Invesco HF2 Eindhoven Hotel Investment B.V.- Payment interest on bank loan and SWAP as of 30.6.2016 5742289588 83.21 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.96 Invesco HF2 Eindhoven Hotel Investment B.V.- Amounts as of 30 June 2016 5742281118 66.43 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.97 Eindhoven - SAS_70_loan_template-shareholder_loan_30.04.2016_(v13.05.2016) 5742307878 971 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.98 1.1.29 45.2 Rent calculations 2012-2016 5742272588 91.5 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.99 Citco Invoice 126617 - Invesco HF2 Eindhoven 5741569778 30.31 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.100 EL audit year 2015 - part 1 5741569798 1.35 M Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.101 EL audit year 2015 - part 2 5741560118 517.39 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.102 EL year 2014 Invesco HF2 Eindhoven - executed 5741569808 471.54 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.103 IN invoice Deloitte dated 23.05.2016 (VAT fees Q1 2016) - EUR 1,361.25 5741550838 37.89 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.104 Q1 2016 VAT Return HF2 Eindhoven 5742277998 65.45 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 1.1.105 Eindhoven TB 032015 and 062016 5754024168 17.44 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.1.106 Financial statements 31.12.2015 - fully executed (2) 5757062838 602.12 K Corporate\Corporate Financials\ Pieter Jonkers Loyens & Loeff


Folder 1.2 Corporate Documents 5588724368 Corporate\Corporate Documents\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM

Adobe Acrobat 1.2.1 1.1 20160411 IEHREF II Structure Chart 5588724978 214.37 K Corporate\Corporate Documents\ Il Upload_fs Intralinks


Adobe Acrobat 1.2.2 Extract KvK publication 2013 + 2014 FS 5588724988 138.31 K Corporate\Corporate Documents\ Il Upload_fs Intralinks


Adobe Acrobat 1.2.3 DMS-#11044797-v3-AFSCHR_Akte_van_oprichting_Invesco_HF_2_Eindhoven_Hotel_Investment_BV 5589139388 208.45 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.4 DMS-#11155629-v1-AFSCHR_deed_of_amendment_AoA_Invesco_HF_2_Eindhoven_Hotel_Investment_BV 5589159168 173.99 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.5 Extract Dutch CoC 5589168548 8.86 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.6 Invesco HF 2 Eindhoven Hotel Investments BV - Updated Shareholders Register 5589139568 8.75 M Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.7 Invesco HF2 Eindhoven AOA.30.05.12 5589139628 1.41 M Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.8 54600170 5607199168 8.92 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.9 Share capital - articles of incorporation 5629060518 208.45 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.10 20101217 IEHREF II Umbrella Service Agreement 5650648748 883.18 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.2.11 Slux14copie12022011370 5650648768 428.39 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Page 3


Microsoft Word Document 1.2.12 Invesco HF 2 Eindehoven - Contact list of service providers and related parties 5653964448 14.85 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Unknown 1.2.13 T-Mobile site 3092 11112 Holiday Inn Eindhoven 5693709578 518 K Corporate\Corporate Documents\ Pieter Jonkers Loyens & Loeff


Folder 1.3 Resolutions 5588908878 Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff

4/13/16 12:00 PM 4/13/16 12:00 PM

Adobe Acrobat 1.3.1 BM Resolution grant PAO to TIM Citco Bank Acount 5589169268 119.54 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.2 Executed signatory card-PoA-copy passports of new autorized signatories ... 5589140158 1.23 M Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.3 Invesco HF 2 Eindhoven Hotel Investment B.V. - Shareholders Resolution dat... 5589130538 173.05 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.4 Invesco HF 2 Eindhoven Hotel Investment BV - Shareholders Resolution dat... 5589159958 70.59 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.5 Invesco HF 2 Eindhoven Hotel Investment BV -- Shareholders Resolution dat... 5589169358 133.58 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.6 20120503 ShRes re Eindhoven re share premium and intercompany debts (1) 5607182128 421.51 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.7 20120503 ShRes re Eindhoven re share premium and intercompany debts 5607190168 421.51 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.8 document2012-05-10-154338 5607190178 2.09 M Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.9 Resolutions BoD 02.02.2012 5629152578 119.54 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 1.3.10 Resolutions BoD 19.03.2012 5629070448 720.96 K Corporate\Resolutions\ Pieter Jonkers Loyens & Loeff


Folder 1.4 Minutes 5588908908 Corporate\Minutes\ Pieter Jonkers Loyens & Loeff

4/13/16 12:01 PM 4/13/16 12:01 PM

Adobe Acrobat 1.4.1 Invesco HF 2 Eindhoven Hotel Investment BV - Minutes of AGM dated 04.12.... 5589160308 273.65 K Corporate\Minutes\ Pieter Jonkers Loyens & Loeff






Folder 2.0 Property 5588724318 Property\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM

Folder 2.1 Technical 5588724328 Property\Technical\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM

Adobe Acrobat 2.1.1 DMS-#10665439-v1-02_03_02_Construction_drawings 5588724808 4.11 M Property\Technical\ Il Upload_fs Intralinks


Adobe Acrobat 2.1.2 DMS-#10665442-v1-02_03_03_Construction_drawings_(offices-souterrain) 5588724838 6.91 M Property\Technical\ Il Upload_fs Intralinks


Adobe Acrobat 2.1.3 DMS-#10665444-v1-02_03_04_Construction_drawings_(renovation) 5588724828 6.65 M Property\Technical\ Il Upload_fs Intralinks


Adobe Acrobat 2.1.4 DMS-#10665449-v1-02_03_05_Construction_drawings_GSM_antenna 5588724818 1.23 M Property\Technical\ Il Upload_fs Intralinks


Adobe Acrobat 2.1.5 DMS-#10665452-v1-02_03_06_Tender_drawings_(offices-souterrain) 5588724848 2.05 M Property\Technical\ Il Upload_fs Intralinks


Adobe Acrobat 2.1.6 4.1.1 HI Eindhoven Floor Plan 5607190258 6.65 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.7 20140828 Rapportage conditiemeting Holiday Inn Eindhoven incl bijlagen 5609936978 9.91 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.8 20140828 Rapportage Holiday Inn Eindhoven incl. bijlagen 5609993128 51.48 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.1.9 Equipment and dates 04-2016 5609937148 37 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.10 NEN 3140 Rooms Ground Floor 2 5610002638 102.41 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.11 NEN 3140 Rooms Ground Floor 5610002648 107.12 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.12 00382001 5609937178 393.49 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.13 00382100kamers 5609937188 5.74 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.14 00382100rest 5609926868 10.56 M Property\Technical\ Pieter Jonkers Loyens & Loeff
























Drawing 2.1.26 00382112 5609993428 1.2 M Property\Technical\ Pieter Jonkers Loyens & Loeff






Drawing 2.1.29 00382200a 5610002988 2.4 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.30 00382200b 5609927118 516.9 K Property\Technical\ Pieter Jonkers Loyens & Loeff
































Adobe Acrobat 2.1.46 20081127_VME1_B-11a_F 5609993808 68.3 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.47 20081127_VME1_B-11b_G 5609993818 79.61 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.48 20081127_VME1_B-11c_E 5609927488 42.89 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.49 20081127_VME1_B-12a_E 5609937938 144.05 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.50 20081127_VME1_B-12e-var1_B 5609937958 127.57 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.51 20081127_VME1_B-12e-var3_A 5610003408 123.21 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.52 20090223_VME1_B-04 5609993848 208.47 K Property\Technical\ Pieter Jonkers Loyens & Loeff












Page 4








Adobe Acrobat 2.1.61 20090312_VME1_B-01_K 5609993948 684.51 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.62 20090312_VME1_B-03_E 5609938068 420.86 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.63 20090312_VME1_B-10_H 5609938088 219.52 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.64 20090312_VME1_B-11d_F 5609994068 87.12 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.65 20090312_VME1_B-11e_G 5610003718 67.63 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.66 20090512_VME1_GB-00 5609994078 626.43 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.67 20090714_VME1_X-01brasserie_zalen_ed 5609938208 69.78 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.68 Beganegrond PBT 5609927738 1.91 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.69 BT101 5610003738 1.15 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.70 BT102 5610003748 294.6 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.71 BT102-ap-A 5609994118 284.78 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.72 BT103 5609927758 150.32 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.73 BT104-detailboek 5609994138 398.54 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.74 BT105 BT105 (1) 5609994148 114.1 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.75 Deuren Kelder 5610003768 434.8 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.76 Deuren WVbouw 5609927798 389.49 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.77 DO51 5609938268 1.06 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.78 DO52 5610003788 676.45 K Property\Technical\ Pieter Jonkers Loyens & Loeff










Adobe Acrobat 2.1.83 G1 5609938318 74.15 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.84 G2 5609928038 244.43 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Unknown 2.1.85 H-HI-000 Badkamer indeling met bad en douche 3D 5610003978 11.12 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.86 H-HI-000 Badkamer indeling met bad en douche 3D (2) 5609994428 11.33 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.87 H-HI-001 tm 024 & H-HI-40 tm 45 5609928168 4.61 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.88 H-HI-025 Begane grond met nieuwe badkamer indeling 5610004048 4.86 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.89 H-HI-026 1e Verdieping met nieuwe badkamer indeling 5610004058 283.67 K Property\Technical\ Pieter Jonkers Loyens & Loeff




















Drawing 2.1.99 H-HI-036 Kelder riolering en hemelwaterafvoer 5610004128 662.2 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.100 H-HI-037 Kelder waterleidingen 5609928278 483.4 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.101 H-HI-038 Schacht overzicht diameters leidingwerk 5610004168 1.03 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.102 H-HI-039 Kamer 1012 Plattegrond electra 5610004178 350.26 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.103 Leidingen TWMS holiday inn Eindhoven 5610004188 913.02 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Compressed File 2.1.104 9026-SAN - Revisie 5609994688 1.35 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Compressed File 2.1.105 9026-W00 - Revisie 5609928438 6.57 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Compressed File 2.1.106 9026-W01 - Revisie 5609938698 1.28 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.107 PR00382_9026-W00 W-01 (1) 5610004358 258.67 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.108 Souterain PBT 5609994738 569.09 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.109 Tekenlijst holiday Inn eindhoven 5609994748 36.55 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Drawing 2.1.110 VME1_B-02 5609994758 615.13 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.111 VME1_B-02-B-02_C 5609928498 207.97 K Property\Technical\ Pieter Jonkers Loyens & Loeff


















Drawing 2.1.120 VME1_B-12 5610004458 4.91 M Property\Technical\ Pieter Jonkers Loyens & Loeff




Adobe Acrobat 2.1.122 Geotech Report 5654701058 1.66 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.123 Basement Guarantee 5654579978 393.01 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.124 Basement Structural Drawings 5654599658 1.66 M Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.125 Basement Waterproofing Product & Guarantee 5654580018 370.85 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.126 Bathroom Scope of Works 5654701138 76.99 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.127 8449 IR OAI 66266 5657920928 92.36 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.128 8449 IR BMI 66265 5657930338 104.18 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.1.129 Energiecertificaat Holiday Inn Eindhoven 5729909068 632.48 K Property\Technical\ Pieter Jonkers Loyens & Loeff


Folder 2.2 Legal 5588724338 Property\Legal\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM

Adobe Acrobat 2.2.1 02.04.02.01 Ownership document dl 51789 nr 131 5588724858 120.61 K Property\Legal\ Il Upload_fs Intralinks


Adobe Acrobat 2.2.2 CP 3c - consent of municipality 5588724868 1.91 M Property\Legal\ Il Upload_fs Intralinks


Adobe Acrobat 2.2.3 CP 3b - Deed of Transfer 5588724878 195.98 K Property\Legal\ Il Upload_fs Intralinks


Page 5


Adobe Acrobat 2.2.4 02.04.01.03 Cadastral map Woensel K 1278 5601768638 56.43 K Property\Legal\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.2.5 02.04.01.04 Cadastral map Woensel K 1280 5601740188 68.77 K Property\Legal\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.2.6 garantieverklaringen INRIS Eindhoven 5609935898 2.19 M Property\Legal\ Pieter Jonkers Loyens & Loeff


Folder 2.3 Property Financials 5588724348 Property\Property Financials\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM

Microsoft Excel Spreadsheet 2.3.1 DMS-#21221548-v1-phased_FY_2015 5588724928 43.83 K Property\Property Financials\ Il Upload_fs Intralinks


Adobe Acrobat 2.3.2 JR Eden Eindhoven Hotel Expl II BV 2012 5588724918 685.89 K Property\Property Financials\ Il Upload_fs Intralinks


Adobe Acrobat 2.3.3 Hampshire Hospitality BV - financieel verslag 2014 5588724948 1.25 M Property\Property Financials\ Il Upload_fs Intralinks


Adobe Acrobat 2.3.4 Eden Eindhoven Hotel Exploitatie II BV - gewaarmerkt jaarverslag 2014 5588724938 656.72 K Property\Property Financials\ Il Upload_fs Intralinks


Adobe Acrobat 2.3.5 EIHO Bezetting_en_omzet_per_marktcode 2014 5588724958 12 K Property\Property Financials\ Il Upload_fs Intralinks


Microsoft Excel Spreadsheet 2.3.6 EIHO MKG YTD 102015 5588724898 100.75 K Property\Property Financials\ Il Upload_fs Intralinks


Adobe Acrobat 2.3.7 EIHO PL 2010-2015 ACT FC 5588724968 169.39 K Property\Property Financials\ Il Upload_fs Intralinks


Adobe Acrobat 2.3.8 Eden Eindhoven Exploitatie II jr 2013 5588724908 614.95 K Property\Property Financials\ Il Upload_fs Intralinks


Adobe Acrobat 2.3.9 EIHO guest profile Invesco 102015 5588724888 12.27 K Property\Property Financials\ Il Upload_fs Intralinks


Microsoft Excel Spreadsheet 2.3.10 2.1.1 Holiday Inn Eindhoven Financials 5607182268 253.58 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.11 3.1.1 HI Eindhoven_MKG_YTD 201212 5607173538 220.5 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff








Adobe Acrobat 2.3.15 6.1.1 JR Hampshire Hospitality BV 2012 5607182328 1.53 M Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.16 6.1.2 (Gewaarmerkt) Hampshire Hospitality jr 2013 def 5607182338 714.86 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.17 6.1.3 Hampshire Hospitality BV - financieel verslag 2014 5607182358 1.25 M Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.18 MKG Eindhoven market (Feb 2016) 5607199388 43.06 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.19 HI Eindhoven Budget 2016 5629152278 33.99 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.20 HI Eindhoven February 2016 5629070078 25.72 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.21 HI Eindhoven March 2016 5629120418 25.78 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.22 HI Eindhoven phased FY based on February 2016 5629162808 34.03 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.23 HI Eindhoven phased FY based on January 2016 5629120458 34.02 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.24 HI Eindhoven phased FY based on March 2016 5629070148 34.09 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.25 Financieel Verslag 2015 Eden Eindhoven Hotel Explotatie ll B.V. 5647323108 1.6 M Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.26 HH 2015-12 jaarrekening BDO getekend 5647376318 2.88 M Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.27 1.3 Statuten_Hampshire Hospitality B.V._STW_28-12-2012 5654650838 1.02 M Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.28 EIHO budget 2016 business plan 5654700808 832.15 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.29 EIHO budget 2016 cijfers 5654579718 422.96 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.30 Indexation_letter_HF_2_Eindhoven_1_January_2013 5654700828 115.05 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff






Adobe Acrobat 2.3.33 Invoice HF 2 Eindhoven - February 2013 rent invoice 5654700868 155.29 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.34 Invoice_HF_2_Eindhoven_-_indexation_February-January_2013_outgoing_invoice 5654700908 155.19 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.35 Invoice_HF_2_Eindhoven_-_January_2013_rent_invoice 5654599468 155.28 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.36 Invoice_HF_2_Eindhoven_correction_rent_January_and_February_2014_outgoing_invoice_2014-03 5654650938 155.61 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.37 Invoice_HF_2_Eindhoven_rent_February_2014_outgoing_invoice_2014-01 5654700938 155.01 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.38 Invoice_HF_2_Eindhoven_rent_January_2014_outgoing_invoice_2013-17 5654700958 154.99 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.39 Invoice_HF_2_Eindhoven_rent_March_2014_outgoing_invoice_2014-02 5654650968 154.36 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.40 KVK uitreksel 110516 5657428338 682.79 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.41 Organogram Structure 21122015 5657436878 202.22 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.42 Uitreksel KvK 110516 5657410508 754.26 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.43 Berekening capex 5661544228 12.88 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.44 Investering EIHO 2012-2015 5675632518 13.59 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.45 bank capex 5680081128 140.67 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.46 EIHO 2015 jaarrekening BDO getekend deponering 5734423248 1.42 M Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.3.47 Invoice Gemeente Eindhoven dated 31.10.2015 (property tax year 2015) - EUR 32,698.96 5741651178 48.83 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.48 HI Eindhoven May 2016 5754157798 25.83 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.3.49 HI Eindhoven phased FY based on May 2016 5754024288 34.18 K Property\Property Financials\ Pieter Jonkers Loyens & Loeff


Folder 2.4 Service agreements and certificates 5601023698 Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff

4/18/16 2:16 PM 4/18/16 2:16 PM

Adobe Acrobat 2.4.1 Cerificate Doors 5601767218 875.2 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.2 Certificate 2015 3-eleavators 5601765598 1.18 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.3 Certificate 2015 ARC 5601798648 1.96 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.4 Certificate 20145 Cleaning kitchen hood 5601738818 1.05 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.5 Certificate Alu doors 5601738848 2 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.6 Certificate evacuation system 5601738868 371.47 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.7 Certificate Fireresistante doors 5601767288 3.54 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.8 Certificate wooden doorframes 5601789158 337.84 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.9 Contract 2015 Kitchen equipment 5601738928 1.91 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.10 Contract ARC 5601789208 1.55 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.11 Contract Automatic doors 5601789258 3.08 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.12 Contract Electrical transportation 5601798808 2.15 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.13 Contract Fire Panel 5601798838 1.27 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.14 Contract Gas transportation 5601798858 1.6 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.15 Contract Hood extinguising system 5601739048 536.64 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.16 Contract interruption installation 5601739058 1.09 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.17 Contract Kitchen equipment 2 5601798888 1.97 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.18 Certificate watertest TL34900-Legionellavrij 5609926258 722.56 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.19 Certificate Gaspipe 2013 5609926248 380.22 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.20 Certificaat Boiler 3EV-PI20150615B 5610001968 504.64 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.21 Certificaat boiler 1EV-PI20150615A 5609936518 514.31 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.22 Cert. Bosch Thermomelder FAH-T 420 5609936508 108.93 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Page 6


Adobe Acrobat 2.4.23 Cert. Bosch Rookmelder NSB 100 5609926228 102.43 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.24 Cert. Bosch Rookmelder FAP-OT 420 5609992488 115.23 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.25 Cert. Bosch Rookmelder FAP-O 420 5609936498 107.49 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.26 Cert. Bosch Handmelder SM 210 LSN 5609936488 83.88 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.27 Cert. Bosch BMC FPA 5000 5609926208 268.48 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.28 Cert. Bosch Alarmgever MSS 400, MSS 401 5609992468 106.59 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.29 Contract Maintenance Elevators 5601789318 7.24 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.30 Contract maintenance Parking barrier 5601739118 418.55 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.31 Contract rental Electrical installation 5601798958 1.56 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.32 Contract Water treatment 5601767618 1.7 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.33 Inspection 2014 Electrical installations building 5601799038 2.43 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.34 Inspection 2015 Electrical work equipment 5601789418 89.18 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.35 Inspection 2015 extinguishing equipment 5601739278 1.22 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.36 Maintenance 2015 Hood extinguising system 5601739288 675.61 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.37 Report 2014 Electrical work equipment 5601799068 2.27 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.38 Report 2014maintenance ARC 5601789488 1.37 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.39 Report 2015 Electrical work equipment 5601799118 510.62 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.40 Report maintenance 2014 dry rise 5601767698 1.46 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.41 Slip maintenance 2014 dry rise 5601799148 89.77 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.42 Slip new Emergencylighting systeem 2016 5601767728 436.04 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.43 Waranty doubbele glass 5601799198 878.39 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.44 Waranty Slidingwalls meetingrooms 5601789578 309.91 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.45 30-minuten-brandwerende-deur-kozijncombinatie 5609992048 1.93 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.46 60-minuten-brandwerende-deur-kozijncombinatie 5609925668 631.38 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.47 2008 -Efectis- R0218 NEN-EN 1634-1 2001 5610001268 731.38 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.48 2469_001 5610001278 620.69 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.49 Flame Shield ReBus Brandwerend Purschuim NIEUW Effectis rapport 5610001288 683.17 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.50 Flame_Shield_NBS_Brandwerend_Purschuim_TDS_NL_5779 5610001318 88.98 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.51 oplevering Holiday Inn 5609925718 1.22 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.52 PUR 5610001358 104.96 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.53 Slip new Emergencylighting systeem 2016 (2) 5609925738 436.04 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.54 Soudafoam FR Click & Fix - 40671nl_rev605 5609925748 62.6 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.55 Tapijt ARTIC1100Fire 5609992138 75.63 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.56 TD 30min brandwerend 5609925768 1.71 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.57 Report Electrical building 2009 5610004598 1.76 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.58 Certificate Lower Building 5654650478 470.55 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.59 Contract Cooling Heating Air-treatment equipment building 5654650508 1.14 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.60 Contract Gardenman 5654599108 85.92 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.61 Overeenkomst Combiforce- Gevel kozijnen_Facade Windows Contract 5654579488 443.7 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.62 Overeenkomst Consensus Gevel reiniging_Facade Cleaning Contract 5654599128 442.52 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.63 Overeenkomst EVB Electrical_Electrical Contract 5654676598 917.71 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.64 Overeenkomst Heezen - Asbestsanering en slooop_Asbestos & Demolition Contract.pd 5654676608 848.07 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.65 Overeenkomst Heezen - Asbestsanering en slooop_Asbestos & Demolition Contract 5654599158 398.71 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.66 Overeenkomst MW-Energie Services_Energy Services Contract 5654599168 574.43 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.67 Overeenkomst STB - Werktuigbouwkundige installaties_Mechanical Contract 5654650548 675.7 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.68 8449 IR BMI 66265 5654701868 104.18 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.69 8449 IR OAI 66266 5654711128 92.36 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.70 20160511135311679 5654721108 1.65 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.71 20160511135329475 5654721148 2.92 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.72 Certificate Fire resistant breakthroughs 5654711198 492.63 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


JPEG Image 2.4.73 Hard Copie PBN 5654721198 97.16 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


JPEG Image 2.4.74 HardCopie Drawings 5654651938 113.92 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.75 EIHO, Drank en Horecavergunning, 20131108 5674916848 838.61 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.76 Omgevingsvergunning EIHO 5674916868 833.02 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.77 AREPA - Afkeurraportage arbeidsmiddelen 5698288288 522.09 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.78 AREPA - Inspectierapport elektrische installatie 5698288338 2.56 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.79 AREPA - Rapport 12 juni 2014 5698274498 2.12 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.4.80 EIHO 2016- 4 Invesco 5698274508 38.34 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.81 Garantie verklaring bouw 2009 5698274528 392.84 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.82 Garanties 2009 5698297828 110.72 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.83 Health & Safety (RI&E) - Action Plan 2015 5698253968 8.04 M Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.84 Projectkaart 18425 - Inspectie arbeidsmiddelen 5698288458 397.97 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.4.85 Roof Certificate - 10 year guarantee 5698297868 996.52 K Property\Service agreements and certificates\ Pieter Jonkers Loyens & Loeff


Folder 2.5 Legionella 5609854728 Property\Legionella\ Pieter Jonkers Loyens & Loeff

4/21/16 1:28 PM 4/21/16 1:28 PM

Adobe Acrobat 2.5.1 02 d112100237BP01 Legionella Beheersplan 5609936658 383.22 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.2 07 Risico Inventarisatie 16-6-2010 5609936688 56.07 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.3 08 Checklist Risicoinventarisatie 5609992668 583.94 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.4 11 Bijlage Wijzigingen aan leidingwaterinstallatie 5609992708 35.18 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.5 12 Meldingsformulier legionella_tcm293-259310 5609992728 101.57 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.6 16 Logboek 5609992748 104.46 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.7 17 Kamerbezetting 5610002148 35.75 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.8 18 Checklist Risicoinventarisatie 5609936728 68.03 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.9 19 Monstername 5609992798 37.76 K Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.10 20 beheer fysische technieken in relatie tot thermisch beheer 5609936758 2.14 M Property\Legionella\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 2.5.11 02.03.01.05 Legionella report 5601768318 2.99 M Property\Legionella\ Pieter Jonkers Loyens & Loeff


Folder 2.6 Report Examples 5649493488 Property\Report Examples\ Pieter Jonkers Loyens & Loeff

5/10/16 3:30 AM 5/10/16 3:30 AM

Page 7


Folder 2.6.1 Original 5649493498 Property\Report Examples\Original\ Pieter Jonkers Loyens & Loeff

5/10/16 3:30 AM 5/10/16 3:30 AM

Adobe Acrobat 2.6.1.1 EIHO 1302 5649485598 81.06 K Property\Report Examples\Original\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.6.1.2 EIHO 2015-12 Invesco CONCEPT 5649514838 36.91 K Property\Report Examples\Original\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.6.1.3 HI Eindhoven phased FY 2015 based on December 5649514858 33.9 K Property\Report Examples\Original\ Pieter Jonkers Loyens & Loeff


Folder 2.6.2 Latest 5649493518 Property\Report Examples\Latest\ Pieter Jonkers Loyens & Loeff

5/10/16 3:31 AM 5/10/16 3:31 AM

Microsoft Excel Spreadsheet 2.6.2.1 EIHO 2016-3 Invesco 5649505338 38.15 K Property\Report Examples\Latest\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.6.2.2 HI Eindhoven March 2016 5649505358 25.78 K Property\Report Examples\Latest\ Pieter Jonkers Loyens & Loeff


Microsoft Excel Spreadsheet 2.6.2.3 HI Eindhoven phased FY based on March 2016 5649485618 34.09 K Property\Report Examples\Latest\ Pieter Jonkers Loyens & Loeff


Folder 2.7 Asbestos Report 5654611528 Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff

5/11/16 1:01 PM 5/11/16 1:01 PM

Adobe Acrobat 2.7.1 Asbestos in the building 5654720838 1.66 M Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.2 Asbestos Report_7h Floor Visual 5654651508 76.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.3 Asbestos Report_8th Floor 5654701558 301.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.4 Asbestos Report_8th Floor_Air Clearance Certificate 5654651538 102.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff




Microsoft Word Document 2.7.6 Asbestos Report_9th Floor_Air Clearance Certificate Pumps 15 & 16 5654701598 104.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff




Microsoft Word Document 2.7.8 Asbestos Report_Area Adjacent to Good Yard 5654701648 178.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.9 Asbestos Report_GF Lift Lobby South Side Part 2 5654651578 176.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.10 Asbestos Report_GF Lift Lobby South Side 5654710938 188 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.11 Asbestos Report_Goods Yard 5654720918 195.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.12 Asbestos Report_Main Entrance Canopy 5654701688 163 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.13 Asbestos Report_Part of Ground Floor 2 5654720928 226 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.14 Asbestos Report_Part of Ground Floor 3 5654651628 189 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.15 Asbestos Report_Part of Ground Floor 5654720968 234.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.16 Asbestos Report_Pool 5654720978 246 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Microsoft Word Document 2.7.17 Asbestos Report_Pumps 5654651658 102.5 K Property\Asbestos Report\ Pieter Jonkers Loyens & Loeff


Folder 3.0 Contracts, Commitments and Leases 5588724388 Contracts, Commitments and Leases\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM

Folder 3.1 Lease documents 5588724398 Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks

4/13/16 9:14 AM 4/13/16 9:14 AM

Adobe Acrobat 3.1.1 Lease_Agreement_(signed_by_both_parties) 5588724488 206.7 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.2 Lease_Schedule_1__Brand_Standards 5588724598 87.72 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.3 Lease_Schedule_2__Report_of_delivery 5588724478 37.24 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.4 Lease_Schedule_3__Franchise_Agreement_I 5588724618 623.67 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.5 Lease_Schedule_4__Franchise_Agreement_II 5588724468 877.08 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.6 Lease_Schedule_5__Sketch_of_the_Leased_Space 5588724448 21.31 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.7 Lease_Schedule_6__Management_Report 5588724628 89.04 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.8 Lease_Schedule_7__Operating_Plan_and_Budget 5588724528 35.5 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.9 Lease_Schedule_8__General_Conditions 5588724588 123.34 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.10 Lease_Schedule_9__Preliminary_quarterly_turnover_2011 5588724568 5.19 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.11 Lease_Schedule_10__Capex_plan_(including_bathroom_renovations) 5588724508 325.5 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.12 Lease_Schedule_11__Insurance_requirements 5588724558 7.72 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.13 Lease_Schedule_12__Application_approval_sub-district_court 5588724458 72.44 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.14 Lease_Schedule_13__Parent_Company_Guarantee 5588724498 22.28 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.15 Indexation_letter_HF_2_Eindhoven_1_January_2016 5588724608 91.02 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.16 Invoice_HF_2_Eindhoven_rent_Feb_2016_outgoing_invoice_2016-01 5588724538 120.15 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.17 CP 3b - Corporate Gurantee executed copy 5588724548 24.27 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.18 CP 3c - Decision Sub-district court 5588724578 96.32 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.19 Rental agreement Vodafone (GSM UMTS antenna) 5588724438 312.74 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.20 Indexation_letter_Vodafone_antenna_1_January_2016_with attachments 5588724518 179.67 K Contracts, Commitments and Leases\Lease documents\ Il Upload_fs Intralinks


Adobe Acrobat 3.1.21 No. 20 - 20140320104319365 5607190488 519.29 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.22 No. 20 - 20140320105252280 5607199488 105.87 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.23 No. 20 - Emailscan 5607182548 66.9 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.24 No. 20 - Fully signed agreement 5607199528 155.6 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.25 No. 20 - HOV 11187 5607207458 5.18 M Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.26 No. 20 - Lease agreement bn InvescoHF2 Eindhoven & Tele2 NL 5607190538 1.05 M Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.27 No. 20 - partiall signed agreement 5607207478 91.47 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.28 No. 20 - T-Mobile 3092.1 5607182578 394.98 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff






Adobe Acrobat 3.1.31 No. 20 - T-Mobile 11112 5607190568 703.95 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.32 Fully signed agreement 5646748728 155.6 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.33 img-140725073455-0001 5646730718 1.35 M Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.34 Lease agreement Tele2 5646748778 556.89 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 3.1.35 brief LL 09062016 getekend 5734450528 115.93 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Unknown 3.1.36 RE Critical hotel service infrastructure DLAP-NLMATTERS.FID451673 5734450538 896.5 K Contracts, Commitments and Leases\Lease documents\ Pieter Jonkers Loyens & Loeff


Folder 3.2 Franchise contracts 5588724408 Contracts, Commitments and Leases\Franchise contracts\ Il Upload_fs Intralinks

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Adobe Acrobat 3.2.1 02.03.08 Franchise agreement brasserie FLO 5588724648 1.73 M Contracts, Commitments and Leases\Franchise contracts\ Il Upload_fs Intralinks


Adobe Acrobat 3.2.2 Franchise agreement signed by Gill 24-5-07 5588724658 1.15 M Contracts, Commitments and Leases\Franchise contracts\ Il Upload_fs Intralinks


Adobe Acrobat 3.2.3 contract FLO 2015 5661359888 2.76 M Contracts, Commitments and Leases\Franchise contracts\ Pieter Jonkers Loyens & Loeff


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Folder 4.0 Environmental - Zoning 5588724428 Environmental - Zoning\ Il Upload_fs Intralinks

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Adobe Acrobat 4.1 DMS-#10664042-v1-02_04_03_01_Zoning_plan 5588724678 1004.95 K Environmental - Zoning\ Il Upload_fs Intralinks


Adobe Acrobat 4.2 User notification 5588724668 833.02 K Environmental - Zoning\ Il Upload_fs Intralinks


Adobe Acrobat 4.3 02.03.01.01 Asbestos certificate 5601768118 204.75 K Environmental - Zoning\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 4.4 02.03.01.02 Asbestos report 5601768158 788.08 K Environmental - Zoning\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 4.5 02.03.01.03 Asbestos report (drawings) 5601739778 1.45 M Environmental - Zoning\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 4.6 02.03.01.04 Asbestos report (final inspection) 5601768268 3.77 M Environmental - Zoning\ Pieter Jonkers Loyens & Loeff


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Folder 5.0 Insurances 5588724418 Insurances\ Il Upload_fs Intralinks

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Adobe Acrobat 5.1 HI Eindhoven 2015_DIL 5588724638 117.82 K Insurances\ Il Upload_fs Intralinks


Adobe Acrobat 5.2 20160504105124126 5639541478 2.38 M Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.3 HI Eindhoven 2012_02 5646730528 33.31 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.4 HI Eindhoven 2013 5646730548 379.37 K Insurances\ Pieter Jonkers Loyens & Loeff




Adobe Acrobat 5.6 HI Eindhoven 2015_DIL Bank Letter 5646786828 132.59 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.7 HI Eindhoven 2015_DIL (2) 5646748628 113.59 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.8 20160504105124126 (2) 5646748968 2.38 M Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.9 AON Aanhangsel 5647323278 270.63 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.10 Casualty Aanhangsel 1 5647323288 221.82 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.11 Casualty Aanhangsel 5647306078 229.78 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.12 IHG Liability Ins Questionnaire 2016 5647323318 123.8 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.13 Leons Nieuwe polis 2016-01 5647332458 182.88 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.14 Leons Polisblad 2015-04 5647323358 174.72 K Insurances\ Pieter Jonkers Loyens & Loeff




Adobe Acrobat 5.16 Letter 120516 5660474938 162.96 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.17 Lockton 2012 Policy Schedule 5675652148 4.99 M Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.18 Lockton 2015 Policy Wording 5675595068 514.82 K Insurances\ Pieter Jonkers Loyens & Loeff


Adobe Acrobat 5.19 Invesco HF 2 Eindhoven Hotel Investment B.V 5715770008 53.08 K Insurances\ Pieter Jonkers Loyens & Loeff


Folder 6.0 Q&A 5615268218 Q&A\ Pieter Jonkers Loyens & Loeff

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Microsoft Excel Spreadsheet 6.1 New Century Requests_20160614_from Invesco 5742289968 1.03 M Q&A\ Pieter Jonkers Loyens & Loeff


Page 9


Schedule 1.1(b)

DEED OF TRANSFER

- 1 -

MLA\NGE\368946-7\1485763

DRAFT DATED 27 JULY 2016 FOR DISCUSSION PURPOSES ONLY

TRANSFER OF SHARES

INVESCO HF 2 EINDHOVEN HOTEL INVESTMENT B.V. Today, *, appeared before me, Maria Johanna Anna Laenen, civil-law notary in Amsterdam: *, acting in this matter pursuant to a written power of attorney granted by: 1. IRE Hotel II HoldCo 1 S.à r.l., a company under the laws of Luxembourg, with

registered office at 20, rue de la Poste, L-2346 Luxembourg, Luxembourg, registered with the Registre de Commerce et des societies at Luxembourg, Luxembourg under number B 158137, hereinafter referred to as: the "Seller";

2. New Century Europe I S.à r.l., a company under the laws of Luxembourg, with registered office at 1, rue Jean-Pierre Brasseur L-1258 Luxembourg, Luxembourg, registered with the Registre de Commerce et des societies at Luxembourg, Luxembourg under number B 206463, hereinafter referred to as: the "Purchaser";

3. Invesco HF 2 Eindhoven Hotel Investment B.V. (after name change to be named: New Century Netherlands I B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), with corporate seat in Amsterdam and office address at Naritaweg 165, 1043 BW Amsterdam, registered with the Trade Register under number 54600170, hereinafter referred to as: the "Company".

Acting in said capacity, the person appearing declared the following: PURCHASE AGREEMENT AND SHARES By written purchase agreement, dated * two thousand and sixteen, hereinafter referred to as: the "Purchase Agreement", the Seller sold to the Purchaser and the Purchaser purchased from the Seller eighteen thousand (18,000) shares in the capital of the Company, each share having a nominal value of one euro (EUR 1), numbered 1 through 18,000, hereinafter referred to as: the "Shares". A copy of the Purchase Agreement, without annexes, is appended to this deed. PREVIOUS ACQUISITION OF SHARES The Seller acquired the Shares by the Company's issue and placement by the Seller by the

- 2 -

deed of incorporation of the Company executed before Wilfred Albert Groen, civil-law notary in Amsterdam, on the third day of February two thousand and twelve. TRANSFER Subject to the terms and conditions set out in the Purchase Agreement and in this deed, the Seller hereby transfers the Shares to the Purchaser, who hereby accepts this transfer. PAYMENT OF PURCHASE PRICE The amount of the purchase price for the Shares and the payment method have been described in Clause 4 of the Purchase Agreement and the Seller and the Purchaser have taken due notice thereof. In accordance with the Notary Letter (as defined hereinafter), the Purchaser has paid or has caused to pay the Initial Purchase Price in the amount of [* euro (EUR *)] by transfer thereof to the third party account (derdengeldenrekening) of the civil-law notaries of DLA Piper Nederland N.V. at the ING Bank with account number: NL30INGB0672644428, hereinafter referred to as: the "Received Amount". The undersigned civil-law notary is hereby irrevocably authorised to transfer the Received Amount in accordance with a notary letter dated * two thousand and sixteen, hereinafter referred to as: the "Notary Letter", which was signed by each of the parties to this deed, to the accounts in the name of the respective recipients as described in the Notary Letter. Consequently, the Seller hereby grants the Purchaser discharge in respect of payment of the Received Amount. A copy of the Notary Letter is appended to this deed. TRANSFER RESTRICTIONS The Seller is the sole shareholder of the Company. There are no persons with the right to attend a general meeting (vergadergerechtigden as referred to in section 2:227 paragraph 2 of the Dutch Civil Code) other than the Seller. The managing directors of the Company have been afforded the opportunity to advise on the resolution mentioned below. The general meeting of shareholders of the Company may adopt resolutions without holding a meeting, provided they are adopted by the unanimous vote of all shareholders entitled to vote, which appears from executing this deed. The Seller, acting in its capacity as sole shareholder of the Company and constituting the general meeting of the Company, hereby resolves to approve per this deed the transfer of the Shares included in this deed, thus satisfying the transfer restriction clause of the articles of association of the Company, which encompasses an approval procedure by the general meeting. ADDITIONAL PROVISIONS Article 1 The Seller declares that the Shares are registered and no share certificates (aandeelbewijzen) have been issued for the Shares. Article 2

- 3 -

The Shares including all rights and obligations attached thereto, will be for the account and risk of the Purchaser as of today. Article 3 Each of the parties waives any and all rights to terminate the Purchase Agreement and the transfer as included in this deed pursuant to the provisions of Article 6:265 Dutch Civil Code or to demand in legal proceedings the rescission (ontbinding) of the Purchase Agreement and the transfer as included in this deed and/or to invoke Article 7:17 Dutch Civil Code. Article 4 Inasmuch as this deed does not deviate from the Purchase Agreement, the parties shall be bound by the provisions of the Purchase Agreement, on the understanding that they are no longer able to invoke any possible conditions subsequent regarding the purchase, sale and transfer of the Shares, while the conditions precedent regarding the purchase, sale and transfer of the Shares are deemed to have been fulfilled. ACKNOWLEDGEMENT The Company declares to have taken due notice of the transfer of the Shares in this deed and to acknowledge said transfer. The Company shall record this transfer without any delay in its shareholders' register. INTERDISCIPLINARY COOPERATION ADVISOR PURCHASER With respect to the Rules of Professional Conduct (Verordening beroeps- en gedragsregels) of the Royal Dutch Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie) all parties expressly state to agree that: a. the undersigned civil-law notary executes this deed, though being a civil-law notary

affiliated with DLA Piper Nederland N.V.; b. DLA Piper Nederland N.V. acts as advisor of the Purchaser in relation to this deed or

agreements pursuant hereto; and c. DLA Piper Nederland N.V. possibly acts as advisor of the Purchaser in the event

that any disputes arise from this deed or agreements pursuant hereto. POWER OF ATTORNEY The person appearing has been authorised by three (3) written powers of attorney annexed to this deed. END The person appearing is known to me, civil-law notary. This deed was executed in Amsterdam on the date stated at the beginning of this deed. The summarised contents of this deed were stated and explained to the person appearing. All parties were informed of the consequences of the contents of this deed. The person appearing declared to dispense with a full reading of the deed, to have taken due note of

- 4 -

the content of the deed well before its execution and to agree with its content. Immediately following the limited reading, this deed was signed by the person appearing and by me, civil-law notary.


Schedule 1.1(c)

DISCLOSURE LETTER

[intentionally left blank at Signing Date]

New Century Europe I S.à.r.l.

Amsterdam, _____ 2016

Dear Sirs,

Reference is made to the share purchase agreement relating to the sale and purchase of the entire issued

share capital of Invesco HF 2 Eindhoven Hotel Investment B.V. between IRE Hotel II Holdco S.à r.l. and New

Century Europe I S.à.r.l. (the Agreement). Capitalised words and expressions used in this letter have the

meaning set out in the Agreement, unless otherwise defined in this letter.

This letter is the Disclosure Letter referred to in the Agreement. The purpose of this Disclosure Letter is to

disclose information against the Seller’s Warranties, thus limiting the Purchaser’s rights under the Agreement

to Claim for breach of the Seller’s Warranties.

References in this Disclosure Letter to a specific paragraph of the Seller’s Warranties are given for

convenience only and shall not limit the effect of any of the disclosures, all of which are made against the

Seller’s Warranties as a whole.

Reference Disclosure

Paragraph 4 of

Schedule 11.1.1

o Profit and Loss statement Summary Report (Forecast); and

o Phased Profit and Loss statement Summary Report (Forecast),

sent by Bumjoo Maclennan to Edith Yung per email dated 25 July 2016.

Paragraph 6 of

Schedule 11.1.1

o Corporate guarantee in connection with the sale and lease back of the

property located at Veldmaarschalk Montgomerylaan 1 (5612 BA)

Eindhoven, the Netherlands,

sent by Leen van der Marel to Ewoud de Vries (DLA Piper) per email dated 8 July

2016.

Paragraph 6 of

Schedule 11.1.1

o Certified copy of a guarantee of Eden Hotel Group I B.V. to the Company

dated 22 March 2012; and

o A lease agreement by and between the Company (as lessor) and Eden

Eindhoven Hotel Exploitatie II B.V. (as lessee)

sent by Leen van der Marel to Ewoud de Vries (DLA Piper) per email dated 8 July

2016.

Schedule 11.1.1 o Excel file including the Q&A in respect of the Transaction,

sent by Bumjoo Maclennan to Edith Yung per email dated 22 June 2016.


Yours sincerely,

Signed for and on behalf of IRE Hotel II Holdco S.à r.l. by,

___________________________ ___________________________

Name: Name:

Title: Title:


Schedule 1.1(g)

W&I INSURANCE

Buyer-Side Warranty & Indemnity Insurance Policy Project Eindhoven Policy Number: HG16WI1083 Issued by Hunter George & Partners Limited as Coverholder for and on behalf of the Underwriters Date of Issue: 28th July 2016

Insurance Schedule

Item 1 Insured: New Century Europe I S.À.R.L., a société à responsabilité limitée, having its official seat in Luxembourg, and its registered office address at 1, rue Jean-Pierre Brasseur L-1258, Luxembourg registered with the Luxembourg trade register under number B 206463

Item 2 Acquisition Agreement: Share Purchase Agreement relating to the sale and purchase of the entire issued share capital of Invesco HF 2 Eindhoven Hotel Investment B.V. between IRE Hotel II Holdco 1 S.À.R.L and New Century Europe I S.À.R.L dated 28th July 2016

Item 3 Policy Period: Commencement Date: 28th July 2016

Expiry Date: 1. 3 years from Completion in respect of the

General Warranties 2. 2 years from Completion in respect of the Title

and Capacity Warranties 3. 7 years from Completion in respect of the Tax

Warranties 4. 7 years from Completion in respect of the Tax

Covenant All dates inclusive, local standard time

Item 4 Limit of Liability: €25,700,000 in the aggregate for the Policy Period in

respect of Loss arising from a Breach of the Title and Capacity Warranties with a sublimit of €8,000,000 in the aggregate for the Policy Period in respect of Loss arising from a Breach of the General Warranties, Tax Warranties and/or Tax Covenant.

Item 5 De Minimis: €25,000 each and every Loss

Item 6 Retention: €265,000 in the aggregate for the Policy Period

Item 7 Premium: €121,500

Insurance Premium Tax (IPT):

€4,860 (4% of Premium, being Luxembourg IPT)

Total Premium: €126,360

Item 8 Broker Commission: 20% of the Premium net of IPT. This is noted on the

Policy by way of information only and is payable by the Underwriters to Marsh Ltd.

Appendix A

Schedule of Underwriters

Appendix B Appendix C

Mandatory ExclusionsCover Spreadsheet

Appendix D1 Appendix D2

Signing No Claims DeclarationCompletion No Claims Declaration

Appendix E Form of Assignment Appendix F Acquisition Agreement and Disclosure Letter The Coverholder has been appointed as agent of the Underwriters to issue this Policy to the Insured. The Coverholder is not an Underwriter and is not liable to pay any Loss under this Policy. The Underwriters are expressly set out in Appendix A of this Policy.

HG Eindhoven Policy Final 1

Terms and Conditions 1. Definitions and Interpretation

1.1. Definitions In this Policy: Acquisition Agreement means the agreement described in Item 2 of the Insurance

Schedule (as such agreement may be amended from time to time in accordance with this Policy), an executed copy of which is attached as Appendix F.

Actual Knowledge means actual personal knowledge and for the avoidance of

doubt does not include constructive or imputed knowledge nor does it include any actual, constructive or imputed knowledge of any advisor or agents of the Insured.

Breach means any of the following:

I. breach of clause 11.1.1 of the Acquisition Agreement in respect of the General Warranties;

II. breach of clause 11.1.1 of the Acquisition Agreement in respect of the Title and Capacity Warranties;

III. breach of clause 11.1.1 of the Acquisition Agreement in respect of the Tax Warranties; any matter giving rise to a claim under the Tax Covenant;

in each case in respect of any of the Insured Obligations. Business Day has the meaning attributed to it in the Acquisition Agreement. Claim Notice means a notice delivered in accordance with Clause 6 of this

Policy. Commencement Date means the commencement date of this Policy as stated in Item

3 of the Insurance Schedule. Completion has the meaning attributed to it in the Acquisition Agreement. Completion No Claims Declaration means the No Claims Declaration executed on behalf of the

Insured in respect of the Insured Completion Obligations at Completion, the form of which is attached as Appendix D2

Coverholder means Hunter George & Partners Limited acting as agent for

and on behalf of the Underwriters.


Cover Spreadsheet means the cover spreadsheet attached to this Policy as Appendix C.

Data Room has the meaning attributed to it in the Acquisition Agreement. Defence Costs has the meaning attributed to it in Clause 7. De Minimis means the amount stated in Item 5 of the Insurance Schedule. Disclosed means fairly disclosed in the relevant document. Disclosure Letter has the meaning attributed to it in the Acquisition Agreement. Due Diligence Materials means each of the following documents:

I. Financial Due Diligence, Project Holiday Inn Eindhoven, prepared by PricewaterhouseCoopers Business Consulting (Shaghai) Co., Limited, dated 16th June 2016;

II. Holiday Inn Eindhoven Legal Due Diligence Report, prepared by DLA Piper Nederland N.V., dated 16th June 2016;

III. Holiday Inn Eindhoven Tax Due Diligence, prepared by DLA Piper Nederland N.V., dated 16th June 2016;

IV. Technical and Environmental Due Diligence Report Holiday Inn Eindhoven, Veldmaarschalk Montgomerylaan 1, Eindhoven 5612 BA, The Netherlands, prepared by Savills Consultancy B.V., dated May 2016;

V. Invesco HF 2 Eindhoven Hotel Investment B.V. Transfer pricing report for the provision of real estate asset management services, Financial Services Transfer Pricing prepared by KPMG AG Wirtschaftsprüfungsgesellschaft, dated June 2016;

VI. REI Holiday Inn Eindhoven Transfer pricing report of an intercompany loan, Financial Services Transfer Pricing prepared by KPMG AG Wirtschaftsprüfungsgesellschaft, dated June 2016; and

VII. Report & Valuation Holiday Inn Eindhoven, Veldmaarschalk Montgomerylaan 1, Eindhoven 5612 BA, The Netherlands, prepared by Savills Consultancy B.V., dated 17th June 2016;

VIII. Project HI Financial Due Dilligence, prepared by PricewaterhouseCoopers Advisory N.V., dated 18th July 2016;


Expiry Date means the relevant expiry date of the Policy stated in Item 3 of the Insurance Schedule.

Final Transaction Documents means the final executed versions of the Acquisition

Agreement, Disclosure Letter and the Supplemental Disclosure Letter along with final copies of the Due Diligence Materials and a copy of the contents of the Data Room.

Finance Party means any bank(s) and/or holders of debt securities and/or

financial institution(s) and/or hedge counterparties and/or any other person lending money or making other banking facilities available to any Group Company of the Insured in connection with the acquisition of the Target Group and/or any refinancing of the debt on the Insured or its Group Companies or to any financiers who provide funds on or in connection with any subsequent refinancing of such funding or to any person from time to time appointed by any financier to act as security trustee on behalf of such financier.

General Warranties means the general warranties identified in the Cover

Spreadsheet. Group Company means any entity that, directly or indirectly and by reason of

ownership or management, controls, is controlled by or is under common control with, the indicated entity.

Insured means the Insured stated in Item 1 of the Insurance Schedule.

Insured Completion Obligations means the General Warranties, Title and Capacity Warranties,

Tax Warranties and the Tax Covenant given immediately prior to Completion and to the extent referred to in the Cover Spreadsheet as “Covered” or “Partially Covered”.

Insured Obligations means the Insured Signing Obligations and the Insured

Completion Obligations, as the case may be. Insured Signing Obligations means the General Warranties, Title and Capacity Warranties,

Tax Warranties and the Tax Covenant given at the date of the Acquisition Agreement and referring to the date of the Agreement as the decisive date to the extent referred to in the Cover Spreadsheet as “Covered” or “Partially Covered”.


Limitation Provisions means clause 14.3.1(a), 14.4 and 14.5 of the Acquisition

Agreement. Limit of Liability means the amount set out in Item 4 of the Insurance

Schedule. Loss has the meaning attributed to it in Clause 4.1. Pension Underfunding means any funding deficit or other breach of the Target

Group’s funding obligations under any pension scheme or any other arrangement (whether or not such arrangement is or has been maintained, sponsored or participated in by a member of the Target Group) for the purpose of providing benefits on retirement or death, any liability under sections 75 or 75A of the Pensions Act 1995 and any liability or obligation imposed by the Pensions Regulator.

Policy means this buyer-side warranty and indemnity insurance

policy including all schedules and appendices. Policy Period means the relevant period of time stated in Item 3 of the

Insurance Schedule, commencing on the Commencement Date and ending on the relevant Expiry Date (all dates inclusive, local standard time).

Premium means the amount of the Total Premium stated in Item 7 of

the Insurance Schedule. Recovered Amounts means the amount recovered or realised by the Insured or any

Group Company of the Insured in direct consequence of the matter which gives rise to such Loss from any source other than the Underwriters. For the avoidance of doubt, Recovered Amounts shall include any refund, credit, or other reduction of tax or other economic benefit relating to tax and any amounts recovered from third parties (for example, under another insurance policy, contractual indemnity or otherwise).

Retention means the amount stated in Item 6 of the Insurance Schedule. Secondary Tax Liabilities means any tax liability which is primarily the liability of a party

other than a member of the Target Group, whether as a result of an election or otherwise, or which arises by virtue of a member of the Target Group being a member of a tax group,


but which is not referable to supplies, income or profits made by a member of the Target Group.

Seller means IRE Hotel II Holdco 1 S.À.R.L, a société à responsabilité

limitée, having its official seat in Luxembourg, Luxembourg, and its registered office address at 37A, Avenue JF Kennedy (L-1855), Luxembourg, registered with the Luxembourg trade register under number B 158137.

Supplementary Disclosure Letter has the meaning attributed to it in the Acquisition Agreement. Signing No Claims Declaration means the No Claims Declaration executed on behalf of the

Insured in respect of the Insured Signing Obligations on the date of this Policy, the form of which is attached as Appendix D1

Target Group means Invesco HF 2 Eindhoven Hotel Investment B.V., a

private company with limited liability, having its official seat in Amsterdam, the Netherlands, and its registered office address at Naritaweg 165 (1043 BW) Amsterdam, the Netherlands, registered with the Dutch trade register under number 54600170 together with any of its Group Companies that are being acquired by the Insured pursuant to the Acquisition Agreement or any of them as the case requires.

Tax Covenant means the tax covenant identified in the Cover Spreadsheet. Tax Warranties means the tax warranties identified in the Cover Spreadsheet. Third Party Demand means any demand made or legal action brought against the

Target Group by any person (other than a Group Company of (a) the Insured, (b) the Target Group or (c) the Underwriters) in respect of which the resulting liability would constitute a Breach.

Title and Capacity Warranties means the title and capacity warranties identified in the Cover

Spreadsheet Transaction Team Members means each of Derek Cheung, CEO of New Century Asset

Management Limited and Nick Wan, Investment and Investor Relations Manager of New Century Asset Management Limited.


Transfer Pricing Liabilities means any tax liability arising in connection with the application of transfer pricing legislation in respect of any Target Group member or an inability of the relevant Target Group member to substantiate a transfer pricing policy to the relevant taxation authority.

Underwriters means each of those underwriters set out in Appendix A.

1.2. Interpretation

1.2.1. The headings of this Policy do not affect its interpretation. 1.2.2. Words importing the singular include the plural and vice versa, words importing a

gender include every gender and references to persons include corporations, partnerships and other unincorporated associations.

1.2.3. The word “including” or similar expression in this Policy shall be deemed to mean “including without limitation”.

1.2.4. References in this Policy to the “Schedule”, a “Clause” or an “Appendix” shall mean the Insurance Schedule, a Clause or an Appendix of this Policy unless otherwise stated.

1.2.5. “Euro” and “€” all refer to the monetary unit of the European Union. No party to this Policy shall have the benefit of any presumption regarding the interpretation or construction of this Policy based on which party drafted it.

1.2.6. If any provision of this Policy is or becomes invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision shall not be affected or impaired in any way.

1.2.7. This Policy shall be interpreted in accordance with legislation in force as at the Commencement Date of this Policy.

2. Conditions

2.1. The Underwriters obligations under this Policy shall be conditional upon: 2.1.1. no rights of termination arising pursuant to clause 7 of the Acquisition

Agreement; 2.1.2. Completion occurring in accordance with clause 9 of the Acquisition Agreement

without any waiver or amendments to the parties’ obligations under those provisions, unless the Coverholder has given its prior written consent;

2.1.3. execution of this Policy by the Insured and the Coverholder; 2.1.4. payment of the Premium to the Coverholder in cleared funds within 20 Business

Days of Completion; 2.1.5. delivery to the Coverholder of the Final Acquisition Agreement on a USB flash

drive or CD-Rom within 20 Business Days after Completion; 2.1.6. delivery to the Coverholder of the original executed Signing No Claims

Declaration in the form as set out in Appendix D1 within 20 Business Days after inception of this Policy, a copy of which is to be given to the Coverholder at inception of this Policy; and


2.1.7. delivery to the Coverholder of the original executed Completion No Claims Declaration in the form as set out in Appendix D2 within 20 Business Days after completion, a copy of which is to be given to the Coverholder on Completion.

2.2. If any conditions in Clause 2.1 are not fully met, the Coverholder shall be entitled to terminate this Policy by written notice to the Insured, in which case: 2.2.1. the Underwriters shall have no liability under this Policy in respect of any Loss or

otherwise; and 2.2.2. if the Insured has paid the Premium, the Coverholder shall refund the Premium to

the Insured.

3. Insuring provisions 3.1. Insuring clause

Subject to the terms and conditions of this Policy, the Underwriters shall, in excess of the Retention and in aggregate for the Policy Period up to the Limit of Liability, indemnify the Insured for, or pay on the Insured’s behalf, any Loss covered by this Policy.

3.2. Claims made policy This is a claims made Policy. The Underwriters shall not be liable for any Loss unless such Loss is discovered and reported to the Coverholder in accordance with Clause 6 on or prior to the relevant Expiry Date to which the Loss relates (subject to the provisions of Clause 6.4).

3.3. Limit of liability The Limit of Liability is the limit of the Underwriters total aggregate liability for all payments made by the Underwriters in connection with this Policy for Loss. The Retention is not part of the Limit of Liability.

3.4. Reliance In entering into this Policy, the Coverholder is relying upon the Signing No Claims Declaration and the Completion No Claims Declaration.

3.5. Action by the Insured against the Seller Notwithstanding that the Insured has a right of recovery against the Seller pursuant to the Acquisition Agreement in respect of any Loss, the Insured shall not be required to exercise such right: 3.5.1. for a Loss to be capable of eroding the Retention; 3.5.2. for the purpose of applying the De Minimis; or 3.5.3. before making a claim for Loss under this Policy.

4. Calculation of Loss

4.1. Definition of Loss Subject to the other provisions of this Clause 4, Loss means: 4.1.1. the amount of monies which the Insured is legally entitled to claim against the

Seller pursuant to the Acquisition Agreement for that Breach or would be entitled to claim in respect of such Breach if the Limitation Provisions were disregarded; plus

4.1.2. any Defence Costs; less 4.1.3. any Recovered Amounts.

4.2. De Minimis


The Underwriters shall have no liability under this Policy in respect of Loss unless the amount of that Loss (together with Loss arising from the same set of facts and circumstances) exceeds the De Minimis.

4.3. Retention The Retention is an aggregate retention. The Underwriters shall only be liable under this Policy if the aggregate amount of Loss covered by this Policy exceeds the Retention, in which case the Underwriters shall only be liable for the amount of Loss in excess of the Retention. The Retention shall only be eroded by Loss for which the Underwriters would be liable under this Policy, but for the Retention.

4.4. Exchange rates for non-GBP amounts In determining the amount of any Loss either eroding the Retention or being payable under this Policy, any Loss which is not stated in Pound Sterling shall for the purposes of any payments to be made pursuant to this Policy and for the purposes of determining the erosion of the Retention be converted into Pound Sterling at the spot rate of exchange (the closing mid-point) for the relevant currency as published in the London edition of the Financial Times on the date such Loss is agreed or determined by a final judgment of a competent court as being payable.

4.5. Recovering a Loss Any Loss payable by the Underwriters shall only be in the form of a monetary payment and the Underwriters shall not be obliged to seek, pursue or satisfy on behalf of the Insured any non-monetary remedies or any injunctive, equitable or other non-monetary relief.

5. Exclusions

5.1. Known issues 5.1.1. The Underwriters shall not be liable to pay Loss to the extent that it arises out of

any Breach in respect of which any Transaction Team Member had Actual Knowledge prior to the Commencement Date.

5.1.2. The Underwriters shall not be liable to pay any Loss to the extent that it arises out of any Breach identified in any fact or circumstance which has been Disclosed in the following documents:

5.1.2.1. the Acquisition Agreement; 5.1.2.2. the Disclosure Letter; 5.1.2.3. the Supplemental Disclosure Letter; 5.1.2.4. the Due Diligence Materials; 5.1.2.5. the Data Room.

5.2. Exclusions The Underwriters shall not be liable to pay any Loss to the extent that it arises out of: 5.2.1. Breach of any of the Insured Obligations marked as “Excluded” in the Cover

Spreadsheet; 5.2.2. Breach of any of the Insured Obligations marked as “Partially Covered” in the

Cover Spreadsheet to the extent that such Loss arises out of that part of the Insured Obligation for which cover is not provided under this Policy;

5.2.3. civil or criminal fines and penalties to the extent only that such fines or penalties are prohibited at law from being insured;

5.2.4. the multiplied portion of any multiplied damages award; 5.2.5. any Secondary Tax Liabilities;


5.2.6. any Transfer Pricing Liabilities; 5.2.7. any Pension Underfunding; 5.2.8. the non-availability after Completion of any tax losses or capital allowances pools

in the Target Group provided that this exclusion shall not operate to exclude any claim in respect of an actual liability for Tax (as defined in the Acquisition Agreement) arising as a result of any transaction(s) or event(s) occurring on or before Completion or in respect of any profits earned on or before Completion;

5.2.9. any defect or deficiency in the design, physical condition or construction of the Property (which shall include, but not be limited to defects and/or deficiencies in any of the (i) design, (ii) materials, (iii) specification or (iv) workmanship relating to or used in the design and/or construction of the Property);

5.2.10. any adjustment provisions (including post-Completion purchase price adjustments) in the Acquisition Agreement other than adjustments to price in respect of claims for Breaches; and

5.2.11. any estimate, projection, forward looking statement or financial forecast set out in any Insured Obligation.

5.3. Mandatory exclusions The Underwriters shall not be liable to pay any Loss to the extent that it arises out of any of the matters excluded by Appendix B.

5.4. Operation of exclusions If only part of any Loss is excluded under the provisions of this Clause 5, the Underwriters shall remain liable for that part of any Loss which is not so excluded.

6. Claims and other reporting provisions

6.1. General All claims under this Policy in respect of Loss and matters eroding the Retention must be dealt with in accordance with this Clause 6.

6.2. Notification The Insured shall deliver a Claim Notice to the Coverholder, signed by an executive officer of the Insured, as soon as reasonably practicable after any of the Insured become aware of: 6.2.1. any fact or circumstance which has or could reasonably be expected to erode the

Retention; 6.2.2. any fact or circumstance which has or could reasonably be expected to give rise

to a Loss; or 6.2.3. a Loss.

6.3. Claim Notice contents 6.3.1. The Claim Notice shall describe, to the best of the Insured’s knowledge after

reasonable enquiry and to the extent that relevant information is available, the facts and circumstances relating to the claim (including, where appropriate, specific references to the Insured Obligations).

6.3.2. A Claim Notice shall not be invalid for failing to provide all necessary facts and circumstances and other details of the Breach or resulting Loss.

6.4. Late notification The Underwriters shall not be liable for any Loss nor shall the Retention be eroded unless the respective Claim Notice has been delivered to the Coverholder: 6.4.1. prior to the relevant Expiry Date to which the Claim Notice relates; or


6.4.2. no later than 20 Business Days after the relevant Expiry Date to which the Claim Notice relates if the Insured first became aware of the matter set out in the Claim Notice in the 20 Business Day period prior to such relevant Expiry Date.

6.5. Loss subsequent to Claim Notice If a Claim Notice pursuant to Clause 6.2 is delivered to the Coverholder by the Insured within the relevant Policy Period (and subject to the provisions of Clause 6.4), then any subsequent Loss arising out of the matters identified in such Claim Notice shall be deemed notified to the Coverholder by such Claim Notice.

6.6. Underwriters’ response As soon as reasonably practicable after the Coverholder receives a Claim Notice, the Underwriters shall respond by acknowledging or denying the claimed loss or the claimed erosion of the Retention or if the Underwriters are not in a position to determine on the information available a final cover position then the Underwriters shall request such additional information as it may reasonably require from the Insured so as to enable the Underwriters to determine a final cover position.

6.7. Claims participation The Underwriters shall be entitled to participate fully in the defence, negotiation and settlement of any Third Party Demand, such that the Insured shall (without limitation): 6.7.1. to the extent reasonably permitted by the circumstance, not incur any Defence

Costs without the prior consultation and written consent of the Underwriters; 6.7.2. not settle, compromise or discharge any Third Party Demand without the prior

consultation with and the prior written consent of the Underwriters; 6.7.3. to the extent reasonably permitted by the circumstance, provide the

Underwriters with copies of all correspondence and documentation available in connection with the claim;

6.7.4. conduct all negotiations and proceedings in respect of the Third Party Demand in accordance with the instructions of the Underwriters; and

6.7.5. provide the Underwriters with such other information and assistance in connection with any Third Party Demand as the Underwriters may reasonably request.

6.8. Settlement of Third Party Demands If the Insured does not consent to a settlement, compromise or discharge of a Third Party Demand which is acceptable to the Underwriters and to the relevant third party claimant, the Insured shall not be prevented from defending the Third Party Demand further but the Underwriters shall not be liable for any additional Loss above the amount of such settlement, compromise or discharge which was acceptable to the Underwriters and the relevant third party.

7. Defence Costs

7.1. Definition of Defence Costs Defence Costs means that part of Loss which constitutes reasonable fees, costs and expenses incurred by the Target Group in the investigation, settlement, defence or appeal of a Third Party Demand. Defence Costs do not include any remuneration for officers, employees, or any other internal expenses of the Insured or the Target Group.

7.2. Reimbursement of Defence Costs


Notwithstanding that the Third Party Demand may not have been settled or finally determined, if the Insured requests in writing, the Underwriters shall, provided that the Retention will be fully eroded, reimburse the Insured after each calendar month for Defence Costs incurred during such calendar month.

7.3. No duty to defend The Underwriters do not assume any duty to defend the Insured or the Target Group with respect to any Third Party Demand or otherwise.

8. Additional obligations of the Insured

8.1. Mitigation and preservation of rights The Insured shall, and to the extent possible shall cause the Target Group to, take all reasonable steps to mitigate any Loss. The Insured shall, and to the extent possible shall cause the Target Group to, take all reasonable steps to preserve all rights against any other person in respect of any Loss and to preserve the Underwriters’ subrogation rights in respect of such matters.

8.2. Maintenance of records Until the later of 60 Business Days after (i) the expiry of the Policy Period or (ii) the final resolution of all claims or disputes relating to this Policy, the Insured shall, and to the extent possible shall cause the Target Group to, maintain all of its respective materials and information relating to the due diligence and consummation of the transaction documented in the Acquisition Agreement.

8.3. Other Insurance Policies The Insured shall procure to the extent reasonably possible that the Target Group maintains appropriate insurance cover for the operations of its business. The Underwriters shall not be liable for Loss to the extent such Loss is recoverable and actually paid under such other insurance policies of the Target Group.

8.4. Failure to comply Any inadvertent failure to comply with Clauses 8.1, 8.2 and 8.3 shall not relieve the Underwriters of their obligations under this Policy, however, the Underwriters shall be entitled to reduce the amount of Loss payable under this Policy to reflect the extent to which the Underwriters have been adversely affected by such failure.

8.5. Excess cover The cover provided under this Policy is excess over any other applicable insurance cover, unless such other insurance is written as specific excess insurance over the Limit of Liability provided by this Policy.

8.6. Reimbursements The Insured shall reimburse to the Underwriters any amount paid by the Underwriters in connection with this Policy: 8.6.1. which is agreed or determined by a court of competent jurisdiction did not

constitute Loss or should not otherwise have been paid under this Policy; or 8.6.2. which the Insured or its Group Companies subsequently recovers (directly or

indirectly) from any insurance or other source which reduces the amount of Loss actually suffered.

Any such reimbursement shall be made promptly but in no event later than 20 Business Days after such agreement, determination or receipt.


9. Subrogation 9.1. Right to subrogate

If the Underwriters make any payment to the Insured under this Policy then, subject to Clause 9.2, the Underwriters shall be subrogated to the Insured’s and Target Group’s respective rights of recovery against any person in respect of such Loss.

9.2. Subrogation against the Seller The Underwriters shall only be entitled to exercise rights of subrogation against the Sellerif the Loss arose in whole or part out of the Seller’s fraud or wilful concealment.

9.3. Distribution of subrogation proceeds Any amounts recovered by the Underwriters as a result of the exercise of subrogation rights shall be applied in the following order: first, to reimburse the Underwriters for any costs and expenses incurred in connection with such recovery; secondly, to reimburse the Insured for any Loss borne by it in excess of the Limit of Liability under this Policy; thirdly, to reimburse the Underwriters in respect of any Loss which the Underwriters have paid under this Policy; and fourthly to reimburse the Insured in respect of any Loss which the Insured has retained by reason of the Retention.

9.4. Costs of defending a claim The Insured shall defend at its own expense and be liable for any counterclaim or third party demand asserted in connection with any subrogation claim pursued by the Underwriters, unless such counterclaim or third party demand arises out of the same facts and circumstances as the subrogation claim or would itself lead to a Breach.

10. Assignment

10.1. The Insured may without the prior written consent of the Coverholder: 10.1.1. assign any or all of its interest in the proceeds of this Policy to a Group Company

of the Insured; 10.1.2. assign any of its rights or interests or transfer its obligations under this Policy to

any person that acquires more than 50% of the shares of either the Target Group or the Insured or more than 50% of the assets (based on fair market value) of the Target Group;

10.1.3. assign any or all of its interest in the proceeds of this Policy to a Finance Party provided that the Insured deliver an assignment notice to the Coverholder in the substance of the form set out in Appendix E.

10.2. Other than as set out in Clause 10.1, the Insured may not assign any of its rights or interest nor transfer its obligations under this Policy without the prior written consent of the Coverholder.

11. Other provisions

11.1. Acquisition Agreement The Insured shall not effect or give any waiver, consent, amendment or assignment under the Acquisition Agreement without first obtaining the consent of the Coverholder if such proposed waiver, consent, amendment or assignment could reasonably be expected to adversely affect the Underwriters rights or liabilities under this Policy. The Underwriters shall be entitled to withhold its consent or limit its liability under this Policy in respect of any such proposed waiver, consent, amendment or assignment which


could reasonably be expected to adversely affect the Underwriters rights or liabilities under this Policy.

11.2. Entire agreement This Policy constitutes the entire agreement between the Insured and the Underwriters concerning the subject matter of this Policy and supersedes any previous agreement, oral or written, between the parties concerning the subject matter of this Policy. Nothing in this Clause 11.2 shall exclude or limit any liability or any right which any party may have in respect of any statements made fraudulently or dishonestly prior to the Commencement Date of this Policy.

11.3. Variation No term of this Policy may be amended or waived without a prior written endorsement or other instrument duly signed by the Insured and the Coverholder.

11.4. Cancellation This Policy may not be cancelled or renewed by the Insured or cancelled by the Coverholder.

11.5. Third party rights No term of this Policy is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the Insured and the Underwriters.

11.6. Counterparts This Policy may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

11.7. Notices All Claim Notices and any other notice or communication under this Policy shall be made in writing and signed on behalf of the party giving it. It shall be served either by hand, by post or by email and shall be deemed served: 11.7.1. if by hand, when delivered; 11.7.2. if by post, 48 hours after posting; and 11.7.3. if by email, at the time of transmission. Each such notice or communication shall be delivered (i) if to the Insured, to its address stated in Item 1 of the Insurance Schedule (or to such other address as may be communicated in writing to the Coverholder) and (ii) if to the Coverholder, to the following address or email address: Hunter George & Partners Limited 62 Cornhill, London, EC3V 3NH [email protected]

12. Complaints 12.1. Complaints Procedure

The Coverholder and the Underwriters are committed to providing a first class service at all times. If at any time there are questions or concerns regarding this Policy or the handling of a claim under this Policy, you should in the first instance refer to your insurance broker or intermediary, if any.


If your problem cannot be resolved, any question or complaint should then be addressed to the Coverholder at the address below: The Directors Hunter George & Partners Limited 62 Cornhill, London, EC3V 3NH [email protected] In the event that you remain dissatisfied and wish to make a complaint, it may be possible in certain circumstances for you to refer the matter to the Complaints team at Lloyd’s. Their address is: Complaints Lloyd’s One Lime Street London EC3M 7HA Tel No: 020 7327 5693 Fax No: 020 7327 5225 E-mail: [email protected] Website: http://www.lloyds.com/complaints

12.2. Other rights

Nothing in this Clause 12 shall limit any other rights or recourse, which the Insured or Underwriters may have under this Policy or at law.

13. Governing law and jurisdiction

13.1. Governing law This Policy shall be governed and construed in accordance with English law.

13.2. Jurisdiction Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Policy.


In witness of which the Underwriters and the Insured have executed this Policy by their duly appointed representatives. Signed by the Coverholder ______________________________ For and on behalf of the Underwriters Date: Signed by ______________________________ For and on behalf of the Insured Date:


Appendix A - Schedule of Underwriters In this Policy the term Underwriters means each of the following underwriters, each of whom has subscribed to this Policy in the percentage set out against its name below:

Underwriter Unique Market Reference

Percentage of Limit of Liability written by

Underwriter AXIS Specialty Europe SE 3753740116PI 30.00%

Navigators Syndicate 1221 at Lloyd’s B0569HG16WI 16.67% Canopius Syndicate 4444 at Lloyd’s B68399404017CAA 16.67% Markel Syndicate 3000 at Lloyd’s B6027HG2016 16.66%

Endurance Syndicate 5151 at Lloyd’s B0569HG16WIEAL 12.50% RenaissanceRe Syndicate 1458 at Lloyd’s B6045HG16WI 3.75%

Hiscox Syndicate 33 at Lloyd’s B1234165AJ160ADWB 3.75% Total 100%

The liability of each of the Underwriters under this Policy is several and not joint with other Underwriters party to this Policy. An Underwriter is only liable for the proportion of liability it has underwritten. An Underwriter is not jointly liable for the proportion of liability underwritten by any other Underwriter nor is an Underwriter otherwise responsible for any liability of any other Underwriter that is a party to this Policy. The proportion of liability under this Policy underwritten by an Underwriter (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown above. In the case of a Lloyd’s syndicate, each member of the syndicate (rather than the syndicate itself) is an Underwriter. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion nor is any member otherwise responsible for any liability of any other Underwriter under this Policy. The business address of each member is Lloyd’s, One Lime Street, London EC3M 7HA. The identity of each member of a Lloyd’s syndicate and their respective proportion may be obtained by writing to Market Services, Lloyd’s, at the above address. The Coverholder is not an Underwriter and shall not be liable to pay any Loss under this Policy.


Appendix B - Mandatory Exclusions

Sanction Limitation and Exclusion No Underwriter shall be deemed to provide cover and no Underwriter shall be liable to pay any Loss or provide any benefit hereunder to the extent that the provision of such cover, payment of such Loss or provision of such benefit would expose that Underwriter to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. War and Civil War Exclusion Notwithstanding anything to the contrary contained herein, this Policy does not cover Loss directly or indirectly occasioned by, happening through or in consequence of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority. Terrorism Exclusions Notwithstanding any provision to the contrary within this Policy, it is agreed that this Policy excludes Loss of whatsoever nature directly or indirectly caused by, resulting from or in connection with any act of terrorism regardless of any other cause or event contributing concurrently or in any other sequence to the Loss. For the purpose of this Policy an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. This Policy also excludes Loss of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. If the Underwriters allege that by reason of this exclusion, any Loss is not covered by this Policy the burden of proving the contrary shall be upon the Insured. In the event that a portion of this exclusion is found to be invalid or unenforceable, the remainder shall remain in full force and effect. Radioactive Contamination and Explosive Nuclear Assemblies Exclusion This Policy does not cover:

a. loss or destruction of or damage to any property whatsoever or any loss or expense whatsoever resulting or arising therefrom or any consequential loss;

b. any legal liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from: i. ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear

waste from the combustion of nuclear fuel; ii. the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear

assembly or nuclear component thereof.


Appendix C - Cover Spreadsheet This Cover Spreadsheet contains a conclusive list of the Insured Obligations, being: 1. The warranties numbered 4 and 5.4 to 5.8 inclusive, 5.14 to 5.21 inclusive and 6 to 9 inclusive

set out in schedule 11.1.1 of the Acquisition Agreement (the General Warranties); 2. The warranties numbered 1 to 3 inclusive, 5.1 to 5.3 inclusive and 5.9 to 5.13 inclusive set out in

schedule 11.1.1 of the Acquisition Agreement (the Title and Capacity Warranties); 3. The tax warranties set out in paragraph 10 of schedule 11.1.1 of the Acquisition Agreement (the

Tax Warranties); and 4. The tax covenants contained in paragraph 2 of Schedule 16 of the Acquisition Agreement (the

Tax Covenant). Notwithstanding that a particular Insured Obligation is marked as “Covered” or “Partially Covered”, certain Loss arising from a Breach of such Insured Obligation may be excluded from cover pursuant to Clause 5 of the Policy.

Warranty Warranty Content Status CommentsSchedule 11.1.1

SELLER’S WARRANTIES

1 Authority and Capacity of the Seller

1.1 Covered1.2 Covered1.3 Covered1.4 Covered1.5 Covered2 The Company 2.1 Covered2.2 Covered2.3 Covered2.4 Covered2.5 Covered2.6 Covered2.7 Covered3 The Shares 3.1 Covered3.2 Covered3.3 Covered3.4 Covered4 Accounts4.1 4.1.a Covered4.1.b Covered4.2 Covered4.3 Covered


4.4 Covered4.5 Covered5 Real Property 5.1 Covered5.2 Covered5.3 Covered5.4 Covered5.5 Covered5.6 Covered5.7 Covered5.8 Covered5.9 Covered5.10 Covered5.11 Covered5.12 Covered5.13 Covered5.14 Covered5.15 Covered5.16 Covered5.17 Covered6 Lease 6.1 Covered6.2 Covered6.3 Covered6.4 Covered6.5 Covered6.6 Covered6.7 Covered7 Insurances Covered7.1 Covered8 Anti-Corruption 8.1 Covered8.2 Covered8.3 Covered9 Litigation Covered10 Tax 10.1 Covered10.2 Covered10.3 Covered10.4 Covered10.5 Covered10.6 Covered10.7 Covered10.8 Covered10.9 Covered


10.10 Covered10.11 Covered10.12 Covered10.13 Covered10.14 Covered10.15 Covered11 Disclosure CoveredSchedule 16 TAX 2 Seller’s Tax indemnity 2.1 2.1.a Covered2.1.b Covered2.1.c Covered2.1.d Covered


Appendix D1 – Signing No Claims Declaration [On the Insured’s Letterhead] Hunter George & Partners Limited 62 Cornhill, London, EC3V 3NH Dear Sirs Project Eindhoven, Policy Number HG16WI1083 – Signing No Claims Declaration 1. On behalf of the Insured, I acknowledge this Signing No Claims Declaration is required to be

given in relation to the warranty and indemnity insurance policy, Policy Number HG16WI1083 issued by the Underwriters to the Insured. Capitalised terms in this Signing No Claims Declaration shall have the respective meanings assigned to them in the Policy.

2. I declare as follows: 2.1. I do not have Actual Knowledge of any Breach of the Insured Signing Obligations; and 2.2. so far as I am aware, having made enquiry of each Transaction Team Member, no

Transaction Team Member has Actual Knowledge of any Breach of the Insured Signing Obligations.

Sign Name: ______________________________ Print Name: ______________________________ Date: _______________________________ Received by the Coverholder For and on behalf of the Underwriters: Date:


Appendix D2 - Completion No Claims Declaration

[On the Insured’s Letterhead] Hunter George & Partners Limited 62 Cornhill, London, EC3V 3NH Dear Sirs Project HG16WI1083, Policy Number HG16WI1083 – Completion No Claims Declaration 3. On behalf of the Insured, I acknowledge this Completion No Claims Declaration is required to be

given in relation to the warranty and indemnity insurance policy, Policy Number HG16WI1083 issued by the Underwriters to the Insured. Capitalised terms in this Completion No Claims Declaration shall have the respective meanings assigned to them in the Policy.

4. I declare as follows: 4.1. I do not have Actual Knowledge of any Breach of the Insured Completion Obligations;

and 4.2. so far as I am aware, having made enquiry of each Transaction Team Member, no

Transaction Team Member has Actual Knowledge of any Breach of the Insured Completion Obligations.

Sign Name: ______________________________ Print Name: ______________________________ Date:

_______________________________ Received by the Coverholder For and on behalf of the Underwriters: Date:


Appendix E - Form of assignment

[Date] Hunter George & Partners Limited 62 Cornhill, London, EC3V 3NH Dear Sirs. Re: Warranty & Indemnity Insurance Policy, Policy Number HG16WI1083 (the Policy) We inform you that we have assigned to ● (the Finance Parties) being represented by ● as [facility agent/security trustee] (the Facility Agent) all our rights relating to payment of all and any proceeds received by or due to us under the Policy. Payment of any proceeds under the Policy to the [Facility Agent] constitutes full discharge of your obligations in respect thereof to the Insured. We kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to us and the [Facility Agent]. Yours sincerely ____________________________ [Details] To: The Insured To: The Facility Agent We acknowledge receipt of the above letter and confirm that we will pay any and all proceeds payable by us to the Insured under the Policy to such account as notified to us by the Facility Agent from time to time. Payment of proceeds under the Policy to the Facility Agent constitutes full discharge of our obligations in respect thereof to the Insured. ______________________________ Signed by the Coverholder For and on behalf of the Underwriters Date:


Appendix F - Acquisition Agreement and Disclosure Letter


Schedule 3.1

ESCROW AGREEMENT


Schedule 5.1

PRE-COMPLETION ESTIMATION

Base Purchase Price EUR 25,700,000

Plus: Cash estimated at Completion EUR 758,516

Minus: Loans estimated at Completion EUR (16,933,920)

Plus / minus: Working Capital estimated at Completion EUR (4,603,716)

Minus: W&I Insurance premium EUR (80,000)

Minus: deferred liability in relation to latent capital gain tax (50%) EUR (422,950)

Initial Purchase Price EUR 4,417,930


Schedule 5.2.3

INDEPENDENT EXPERT PROCEDURE

1. Appointment of Independent Expert

1.1 The Parties will jointly appoint one of the following accountancy firms as the Independent Expert,

provided that such firm can be considered as independent: (i) Deloitte, (ii) PwC, (iii) KPMG, (iv)

Ernst & Young, or (v) such other reputable firm of registered accountants (registeraccountants) in

the Netherlands with international standing as they may mutually agree.

1.2 If the Parties fail to jointly appoint the Independent Expert within 10 (ten) Business Days, each of

them shall be entitled to request the chairman of the Netherlands Institute of Chartered

Accountants (Nederlandse Beroepsorganisatie van Accountants) to make a binding nomination for

the Independent Expert to be appointed by them] from one of the following accountancy firms: (i)

Deloitte, (ii) PwC, (iii) KPMG or (iv) Ernst & Young; provided that such firm can be considered as

independent.

2. Terms of reference for Independent Expert

2.1 The terms of reference for the Independent Expert shall be to resolve the items of the Completion

Statement still in dispute between the Parties and to determine, by means of a binding advice (bindend advies), the Cash, Loans and Working Capital (incorporating the items of the Completion

Statement which are agreed between the Parties and therefore not within the scope of its

determination) within the period set out in paragraph 3.3 below.

2.2 The Independent Expert shall act as an expert and not as an arbitrator and shall, subject to the

terms of this Schedule, the relevant provisions of the Agreement and such other terms as may be

agreed between the Parties and the Independent Expert, be entitled to determine the procedure

applicable to its determination.

3. Procedure

3.1 The Purchaser and the Seller, respectively, shall as soon as reasonably possible, and in any event

within 10 (ten) Business Days after the referral of the dispute to the Independent Expert, submit a

written statement on the items in dispute, specifying the related adjustments they reasonably

believe should be made to the Cash, Loans and/or Working Capital at Completion, if any, together

with the relevant supporting documents, to the Independent Expert for determination and provide

each other with a copy of the same.

3.2 The Purchaser and the Seller, respectively, shall be entitled to notify the Independent Expert in

writing of their comments on their respective submissions pursuant to paragraph 3.1 above, within

10 (ten) Business Days after receipt of a copy of the same.

3.3 The Independent Expert shall report its factual findings with respect to the Cash, Loans and

Working Capital at Completion to the Parties in writing within 25 (twenty-five) Business Days after

receipt of the statements and supporting documents pursuant to paragraph 3.1 above or as soon

as possible thereafter, which determinations shall be final and binding on the Parties (in absence of

manifest error).


4. Fees and expenses of Independent Expert

The fees and expenses (including VAT) of the Independent Expert shall be borne as the

Independent Expert may direct, failing which they shall be borne equally between the Parties.


Schedule 5.5

Example adjustment Initial Purchase Price

Initial Purchase Price EUR []

[+/-] Cash [exceeding/below] the Seller’s estimate EUR []

[+/-] Loans [below/exceeding] the Seller’s estimate EUR []

[+/-] Working Capital [below/exceeding] the Seller’s estimate; EUR []

Purchase Price EUR []


Schedule 9.4

COMPLETION ACTIONS

Prior to Completion:

(a) the Seller shall deliver to the Notary (with a copy to the Purchaser) the original shareholders

register of the Company which reflects the Seller as the owner of the Shares and that the Shares

are not Encumbered, other than with the Encumbrances which shall be released on Completion;

(b) the Seller shall deliver to the Notary (with a copy to the Purchaser) (i) the written resignation letters

of each of the persons set out in part A of Annex 9.4(b) stating that they resign from their

respective positions with the Company as set out in that same Annex, in the form as set out in part

B of Annex 9.4(b) and legalised and, where required, apostilled, and (ii) written shareholder’s

resolutions of the Company accepting the resignation of, and giving full discharge to, each of the

resigning persons, in the form as set out in part C of Annex 9.4(b);

(c) the Seller shall deliver to the Notary (with a copy to the Purchaser) powers of attorney duly

executed on behalf of the Seller and the Company, respectively, and, to the extent required by the

Notary, legalised and apostilled, and the Purchaser shall deliver to the Notary (with a copy to the

Seller) a power of attorney duly executed on behalf of the Purchaser and, to the extent required by

the Notary, legalised and apostilled, in each case authorising their respective representatives / the

Notary to attend to and execute the Deed of Transfer;

(d) the Purchaser shall deliver to the Seller a counterpart of list any other Transaction Documents to

be executed at Completion duly executed by the Purchaser or the relevant members of the

Purchaser’s Group, and the Seller shall deliver to the Purchaser a counterpart of list any other

Transaction Documents to be executed at Completion duly executed by the Seller or the relevant

members of the Seller’s Group;

(e) to the extent applicable, the Seller shall deliver to the Purchaser the Supplemental Disclosure

Letter;

At Completion:

(f) the Shares shall be transferred by the Seller to the Purchaser by means of the execution of the

Deed of Transfer;

Immediately following Completion:

(g) the Purchaser shall procure an amendment of the articles of association of the Company to reflect

the name change of the Company as agreed pursuant to this Agreement;

(h) the Purchaser shall procure that the persons set out in Annex 9.4(g) shall be appointed to the

positions with the Company as specified in Annex 9.4(g).

(i) The Seller shall pass (i) all original books and records, audited financial statements and all signed

contracts and legal documents including but not limited to areas of accounting, company

secretarial, tax matter and filing record and banking facilities since the date of incorporation of the

Company and all other properties of the Company, in as far not present at the Company.


Annex 9.4(b) (Part A)

PARTICULARS OF RESIGNING PERSONS

Company Person to resign Office

Invesco HF 2 Eindhoven Hotel

Investment B.V.

Mr D.G. Ponsen Director


Investment B.V.

Mr N.A. van den Berg Director


Investment B.V.

Ms E. Neubüser Director


Investment B.V.

Mr H.P. Hermann Director


Annex 9.4(b) (Part B)

RESIGNATION LETTER

[Addressee]

[Address]

[date]

Dear Sirs,

[Name person to resign][, a [private company with limited liability/public company] incorporated under

[Dutch] law, having its official seat in , [the Netherlands], and its registered office address at , [the

Netherlands], registered with the [Dutch] trade register under number ] (Definition Resigning Person)

hereby tenders [his/her/its] resignation as [managing/supervisory/executive/non-executive] director of the Company (Director), effective as from immediately after completion of the contemplated sale and purchase

of the shares in the capital of the Company by [seller] to [purchaser]. [Definition resigning person] also

declares to authorise each member of the management board of the Company and each civil law notary,

each deputy civil law notary and each paralegal of Loyens & Loeff N.V., severally, to have the

aforementioned resignation registered with the trade register of the Chamber of Commerce in the

Netherlands.

[[Definition resigning person] finally confirms that [he/she/it][, in [his/her/its] capacity as Director,]

does not have nor will have any rights or claims whatsoever against the Company when [his/her/its]

resignation becomes effective and hereby waives, to the extent required in advance, any and all rights and

claims against the Company [he/she/it] may nevertheless have [in [his/her/its] capacity as Director].]

Yours faithfully,

___________________________

Name:

Date: Signed for and on behalf of [name of corporate entity] by,]

___________________________ ___________________________

Name: Name:

Title: Title:

Date: Date:


Annex 9.4(b) (Part C)

SHAREHOLDERS RESOLUTION

[N.V./B.V.]

DATED

1 Introduction

This is a resolution by [the sole shareholder/all shareholders] (the Shareholder[s]) [and all

other holders of rights to attend and address the general meeting (vergaderrecht)] constituting the

general meeting (the General Meeting) of the Company, having its official seat in , the

Netherlands, and its registered office address at , the Netherlands, registered with the Dutch

trade register under number (the Company).

2 Resignation[s]

The General Meeting has reviewed the resignation letter[s] of [name[s] resigning person[s]

regarding [its/his/her/their resignation as [managing / supervisory / executive / non-executive]

director of the Company, effective as from immediately after the completion of the sale and

purchase of the shares in the capital of ).

3 Resolutions

The General Meeting accepts the resignation of [, and ] as member[s] of the [management

board / supervisory board] of the Company, effective as from immediately after the completion of

the sale and purchase of the shares in the capital of and grants [him/her/it/them] full and final discharge (decharge) for [his/her/its/their] [supervision of the] management of the Company up

to and including [his/her/its/their] resignation.

4 Confirmations

4.1 The General Meeting confirms that it has not adopted a resolution concerning a statutory merger or

division involving the Company as disappearing entity, the voluntary liquidation of the Company,

the filing of a request for its bankruptcy, moratorium of payment or any other insolvency

proceedings.

4.2 The General Meeting confirms that there are no persons other than the Shareholder[s] [and the

undersigned holders of rights to attend and address the General Meeting] with a right to attend and

address the General Meeting and the voting rights over the shares in the capital of the Company

cannot be exercised by any person other than the Shareholder[s].

4.3 The General Meeting confirms that [each/the sole] member of the management board of the

Company [and [each/the sole] member of the supervisory board of the Company] has been

given the opportunity to render advice in respect of the resolutions adopted hereby.


___________________________

Name:

Signed for and on behalf of [name of corporate entity] by,]

___________________________ ___________________________

Name: Name:

Title: Title:

[The holders of rights to attend and address the general meeting]


Annex 9.4(g)

PARTICULARS OF PERSONS TO BE APPOINTED

Company Person to be appointed Office


Investment B.V.

Cheung Yat Ming Director


Investment B.V.

Ho Wai Chu Director


Investment B.V.

Trust International Management

B.V.

Director


Schedule 11.1.1

SELLER’S WARRANTIES

1 Authority and Capacity of the Seller

1.1 The Seller is a private company with limited liability duly incorporated and validly existing under the

Laws of Luxembourg.

1.2 The Seller has the necessary power and capacity and has taken all necessary corporate action to

authorise it, to enter into and to fulfil its obligations under this Agreement and each Transaction

Document, and this Agreement constitutes, and each Transaction Document will, when executed,

constitute legally valid and binding obligations on the Seller, enforceable in accordance with the

terms thereof.

1.3 The Agreement has been duly executed on behalf of the Seller and constitutes legal, valid and

binding obligations of the Seller, enforceable in accordance with its terms.

1.4 The execution and performance of the Agreement do not conflict with or result in a breach of any

material provision of the articles of association or similar documents of the Seller.

1.5 No approval, consent, license or notice to any regulatory or governmental body must be obtained

or made by the Seller in connection with the execution and performance by the Seller of this

Agreement.

2 The Company

2.1 The Company is duly incorporated and validly exists under the Laws of its jurisdiction of

incorporation.

2.2 The articles of association of the Company, dated 30 May 2012, are the articles of association as

currently in force. No decision or resolution has been taken to amend the articles of association of

the Company.

2.3 The Company is duly registered with the trade register of the Chamber of Commerce in the

Netherlands (or an equivalent thereof in a jurisdiction other than the Netherlands). The extract of

the Chamber of Commerce in the Netherlands (or an equivalent thereof in a jurisdiction other than

the Netherlands) is true, accurate and not misleading.

2.4 The Company has not granted a power of attorney or similar authority to any third party authorising

such third party to represent and bind the Company, either in general or for any special purposes

other than any powers of attorney registered with the Chamber of Commerce in the Netherlands (or

an equivalent thereof in a jurisdiction other than the Netherlands).

2.5 The shareholder's register of the Company is complete, current and accurately reflects the

corporate resolutions of the shareholders and the management board and the supervisory board

and any committees or other bodies of the Company as required by applicable law.

2.6 The Company has not been declared bankrupt (failliet verklaard) or been granted a temporary or

definitive suspension of payments (surséance van betaling) and has not been dissolved or is in the

process of liquidation, and to Seller’s knowledge, no action or request is pending to declare the


Company bankrupt, to adjudicate bankruptcy, to grant a moratorium or a suspension of payments,

or to dissolve or liquidate the Company.

2.7 The Company has not been a party to a merger or de-merger during the past 3 (three) years. No

proposal has been made or resolution has been adopted by a corporate body for a statutory

merger, split off or demerger.

3 Shares

3.1 The Shares constitute the whole issued and outstanding share capital of the Company. The

Company does not hold any shares in subsidiaries or any other company.

3.2 The Seller is the sole legal and beneficial owner of the Shares, free and clear of any

Encumbrances and with full right and capacity to sell and transfer the Shares.

3.3 The Company does not hold shares in its own capital.

3.4 No depositary receipts have been issued in respect of the Shares.

4 Accounts

4.1.1 The Accounts and the Management Accounts:

(a) have been prepared in accordance with and comply with the Accounting Principles and fully

comply with the accounting practices and principles generally accepted in the Netherlands;

(b) have been duly filed or an exemption from filing has been obtained in accordance with

applicable statutory requirements.

4.2 The Accounts give a true and fair view in all material respects of the Company at the Balance

Sheet Date and of the results of the Company for the financial year/period ended on the Balance

Sheet Date. The Management Accounts are accurate and complete in all material respects with

regard to the purpose for which they were prepared.

4.3 The Company has at all times paid their creditors within the times agreed with such creditors and

there are no debts which are overdue for payment or for which the Company may be liable to pay

interest.

4.4 At the Completion Date there are no amounts due or payable to the Seller or any Affiliate of the

Seller by the Company other than those specifically provided for in the Accounts.

4.5 Since the Accounts Date the Company has conducted its business in a normal and proper manner

so as to maintain it as a going concern in the ordinary course and in the same manner as in the

past.

5 Real Property

5.1 The Disclosed Information sets out a true and complete list of the real property (onroerende zaken)

that is owned or leased by the Company.

5.2 The Company hold full and unrestricted title of the Property, and that the ownership of the Property

is unconditional and not subject to revocation, dissolution or any cancellation whatsoever.


5.3 The full and unrestricted title and ownership of the Property is not burdened by mortgages or

registrations thereof, nor by other limited rights or other special burdens and restrictions, except

insofar as otherwise evident to the Purchaser from the public registers in relation to immovable

assets and rights thereon, as defined in clause 8.1 of the Land Register Act (Kadasterwet).

5.4 To date no orders have been made or announced in writing by government authorities that have

not yet been carried out, or that have been carried out by a government authority but have

remained unpaid.

5.5 To date no enforcement decisions have been announced or notified by government authorities in

respect of the Property.

5.6 On the date hereof the Property is not included in any (pending application for) designation, listing

order or registration:

(a) as a listed building within the meaning of the Monuments and Historic Buildings Act

(Monumentenwet) 1988;

(b) as a listed building by any local or provincial authority.

5.7 No government subsidy for which conditions have yet to be satisfied has been applied for or

granted in connection with the Property.

5.8 No obligations in respect of the Property exist at present under any hire-purchase agreement,

options and/or contractual rights of first refusal, nor will any such obligations exist upon signing of

this Agreement and execution of the Deed of Transfer.

5.9 There are no other easements than mentioned in the acquisition title of the Property.

5.10 There are no other title-related obligations within the meaning of Article 6:252 of the DCC, than

mentioned in the acquisition title of the Property.

5.11 No covenant to insert a fresh covenant in any subsequent transfer deed needs to be imposed upon

the Purchaser other than mentioned in the acquisition title of the Property.

5.12 There are no other Encumbrances (obligations to allow certain acts) as referred to in the Public

Works (Removal of Impediments in Private Law) Act (Belemmeringenwet Privaatrecht).

5.13 The Property is insured against fire damage with the latest insurance premium has been paid.

5.14 No liability claim, legal action, binding advice procedure, arbitration or mediation is currently

pending or has been notified with respect to the Property.

5.15 The Property is at present connected directly to the public water, energy and sewerage systems.

5.16 The Property has lawful and unrestricted access to the public road in the manner evident on the

spot.

5.17 To the best knowledge of the Seller the present use of the Property does not breach provisions of

public or private law.


6 Lease

6.1 The information stated in paragraph 3.1 of the Data Room in relation to the Lease is true and

accurate.

6.2 The Company has not received a written notice of termination of the Lease or any other Lease

Agreement the Company entered into.

6.3 No other arrangements have been made with the Tenant than those that appear from the Lease.

6.4 The Tenant will not have been granted incentives (rent-free periods, fit-out contributions and/or any

other incentives) other than mentioned in the Lease.

6.5 On the date of Completion, no arrangements will have been made with the Tenant, by or on behalf

of the Company, which might reasonably be regarded as being relevant to the Purchaser, unless

and in so far as such agreements are apparent from the Lease.

6.6 On the date of Completion the Seller is not aware of facts or circumstances that might jeopardise

proper fulfilment by the Tenant of its obligations under the Lease, or that might provide reason for

the Company to amend, terminate, dissolve or cancel the Lease or to suspend or set-off rent

payment.

6.7 The Company has not made any arrangements with the Tenant that led or to the best knowledge of

the Seller may lead to an earlier termination than agreed upon in the Lease and that, to Seller’s

best knowledge, no actions have been performed or not performed by or on behalf of the Company

of which it may be reasonably be expected that they will result in an earlier termination than agreed

upon in the Lease.

7 Insurances

7.1 All insurance policies entered into by, or on behalf of, the Company are summarized in Schedule

1.1(d), which Schedule is true and accurate.

8 Anti Corruption

8.1 The Company and its current and former directors, officers and employees have, to the best

knowledge of the Seller, complied with all Anti Corruption Laws.

8.2 The Company has instituted and maintained appropriate policies and adequate procedures

designed to ensure, and which are reasonably expected to continue to ensure, compliance by the

Company and its directors, officers and employees with all Anti Corruption Laws in relation to the

Business.

9 Litigation

The Company is not involved in, or to the Seller’s knowledge, threatened in writing with, any

litigation, arbitration, or other legal proceedings which are likely to have a material adverse effect

on the financial position of the Company. As far as the Seller is aware there is no fact or

circumstance which is likely to give rise to any proceedings against the Company and the

Company is not the subject of any investigation, inquiry or enforcement proceedings by any

governmental, administrative or regulatory body nor, as far as the Seller is aware, is there any fact


or circumstance which is likely to give rise to any such investigation, inquiry or enforcement

proceedings.

10 Tax

10.1 The Company has been duly registered for Tax purposes in its country of incorporation.

10.2 All Taxes for which the Company has been assessed or that has become due has either been paid

in full or been fully provided for in the Accounts.

10.3 The Company has duly and timely, taking into account any applicable extensions of filing periods,

filed all Tax Returns.

10.4 The Company has duly, timely and correctly made all filings, returns, payments and withholdings,

given all notices, maintained all records and supplied all other information in relation to Taxes

which they were required to make, give, maintain or supply and all such returns, payments,

withholdings, notices records and information were complete and accurate.

10.5 The Company has not been nor is liable to pay any penalty, fine, surcharge, interest or similar

amount in relation to Taxes. As far as the Seller is aware there are no facts which are likely to

cause the Company to become liable to pay any such penalty, fine, surcharge or interest or similar

amount. .

10.6 The amount of Taxes chargeable on the Company has not been affected by any concession,

arrangements, agreement or other formal or informal arrangement with any Tax Authority (not

being a concession, agreement or arrangement available to companies generally). The Company

is not subject to a special Tax regime.

10.7 The Company has made all deductions and/or withholdings in respect, or in account, of any Taxes

from any payments made by them which they are obliged or entitled to make and have accounted

in full to the appropriate authority for all amounts so deducted and/or withheld.

10.8 All applications for governmental subsidies, which have been made or are reflected in the

Accounts, have been duly and correctly made and no refunds and no interest, penalties or

additions regarding such refunds are or will be due in respect of governmental subsidies.

10.9 The Company has always been resident, for Tax purposes, in the Netherlands and is not and has

never been resident, for Tax purposes, in any other jurisdiction, neither has it had a taxable

presence or deemed to have or have had a taxable presence outside the Netherlands.

10.10 The Company is not liable for Taxes imposed on or due by any third party, including, without

limitation, any sub-contractor, the Seller or any Affiliate, except to the extent that full provision has

been made in the Accounts.

10.11 There neither is nor has been any dispute, including litigation, between the Company and any Tax

Authority, nor has the Company been the subject of any extraordinary investigation by any Tax

Authority and as far as the Seller is aware there are no facts which are likely to give rise to any

such dispute or investigation.


10.12 The Company has not been a party to any transaction or series of transactions which is or forms

part of a scheme for the avoidance of Tax.

10.13 The Company cannot be held liable for Tax under any sale and purchase agreement between the

Company and any third party, including but not limited to Tax warranties and Tax indemnities,

entered into before the date of this Agreement.

10.14 The Company is duly registered for the purpose of VAT in its country of incorporation.

10.15 The Company uses the Property entirely or almost entirely (i.e. 90% or more) for purposes for which entitlement to deduct VAT exists pursuant to article 15 of the Turnover Tax Act 1968 (Wet op

de omzetbelasting 1968).

11 Disclosure

So far as the Seller is aware (at the time this information was created), all Disclosed information

supplied by the Seller to the Purchaser is true and accurate in all material respects and no

information has been withheld by the Seller which is material to a potential purchaser of the

Business or the Company.


Schedule 11.2

PURCHASER’S WARRANTIES

1 The Purchaser is a private company with limited liability duly incorporated and validly existing

under the Laws of its jurisdiction of incorporation.

2 The Purchaser has full power and capacity and has taken all necessary action to authorise it to

enter into and fulfil its obligations under this Agreement and each Transaction Document, and this

Agreement constitutes, and each Transaction Document will, when executed, constitute, legally

valid and binding obligations on the Purchaser, enforceable in accordance with the terms thereof.

3 The entering into of this Agreement and any Transaction Document by the Purchaser and the

fulfilment of its obligations thereunder do not and will not conflict with, or constitute a breach of or a

default or termination event under, any corporate document of the Purchaser, any agreement or

instrument by which the Purchaser is bound, or any Law or order of a Governmental Entity or other

restriction of any kind, that applies to or binds the Purchaser.

4 Except as expressly otherwise provided in this Agreement, no filing, application, registration,

notification (or similar action) with, or consent, approval, authorisation, clearance or waiver from

any Governmental Entity or other person is required on the part of the Purchaser to enter into this

Agreement or to consummate the transactions contemplated by this Agreement.

5 The Purchaser has not paid and will not pay any bonus or other incentive (in whatever form) to any

shareholder, director or employee of any member of the Seller’s Group (including the Company) as

an incentive to complete the Transaction.


Schedule 15

TAX

1 Definitions and interpretation

1.1 Capitalised words and expressions used in this Schedule have the meaning set out in Clause 1.1

and in this paragraph, unless the context otherwise requires.

Actual Tax Refund has the meaning given in paragraph 5.1 of this Schedule;

Event means any transaction, event, act or omission;

Over-provision has the meaning given in paragraph 5.1 of this Schedule;

Tax Return means any return, declaration, report or information relating to Taxes,

including any schedule or attachment thereto, and including any

amendment thereof;

1.2 In this Schedule, unless the context otherwise requires:

(a) references to income, profits or gains earned, accrued or received on or before a particular

date or during a particular period are to income, profits or gains which are for the purposes of

any Tax regarded or deemed as having been earned, accrued or received on or before that

date or during that period; and

(b) references to any Event occurring or having occurred on or before a particular date or during

a particular period are to any Event which is for purposes of any Tax regarded or deemed as

having occurred on or before that date or during that period.

2 Seller’s Tax indemnity

2.1 The Seller shall indemnify (vrijwaren) and hold harmless (schadeloosstellen) the Purchaser for and

against:

(a) any Tax Liability of the Company as a result of any Event occurring prior to or on

Completion;

(b) any Tax Liability of the Company in respect of any income, profits or gains which were

earned, accrued or received prior to or on Completion;

(c) the loss of any right of the Company to a repayment of Tax which right (a) is specifically

included as an asset in the Completion Statement or (b) arises to the Company in respect of

a period commencing after Completion, as a result of the set-off of such right pursuant to

article 24 of the Tax Collection Act 1990 (Invorderingswet 1990) against a Tax Liability of the

Company which arises as a result of an Event occurring or income, profits or gains earned,

accrued or received on or before Completion; and


(d) any Tax Liability for the Group Companies in respect of a period up to and including

Completion that is based on article 34 and 35 of the Tax Collection Act 1990

(Invorderingswet 1990).

3 Purchaser’s Tax indemnity

3.1 The Purchaser indemnifies and holds the Seller harmless from and against any liabilities, costs and

expenses pursuant to Section 40 of the Dutch Tax Collection Act 1990 (Invorderingswet 1990) in

connection with any sale, transfer, contribution or disposal of any assets of the Company after

Completion. A payment to be made by the Purchaser under this paragraph 3.1 of this Schedule

shall be made within 5 (five) Business Days after demand is made for such payment.

4 Exclusions

In addition to the exclusions in Clause 14.2, the Seller shall not be liable in respect of any Tax

Indemnity Claim if and to the extent:

(a) the Tax Liability concerned arises, is increased, or is not resisted as a result of a member of

the Purchaser’s Group (for the avoidance of doubt including the Company after the

Completion Date) not complying with its obligations under the Agreement (including under

this Schedule); or

(b) the Tax Liability concerned was paid or discharged before Completion or the Tax Liability is

otherwise compensated for; or

(c) the Tax Liability concerned arises in respect of any Event occurring in the period after, or in

respect of any income, profits or gains earned, accrued or received after, the Completion

Date.

5 Tax Refund and Over-provision

5.1 If (i) the Company has the right to receive or actually receives any Tax Refund after the Completion

Date in respect of any period ending on or prior to the Completion Date, to the extent such Tax

Refund (an Actual Tax Refund) has not been taken into account in the Accounts or Completion

Statement, or (ii) any provision, reserve or accrual in respect of any Tax Liability included in the

Accounts or the Completion Statement is an over-provision (Over-provision), then:

(a) the Purchaser shall promptly notify the Seller of such Actual Tax Refund or Over-provision

and, in the case of an Actual Tax Refund which has not yet actually been received, take or

procure the taking of such action as may be required to obtain or secure such Actual Tax

Refund; and

(b) the amount of such Actual Tax Refund and the amount of any such Over-provision shall be

applied as follows:

(i) firstly, in setting off against any then current liability of the Seller in respect of a Tax

Indemnity Claim; and


(ii) if any amount remains thereafter, such amount shall be paid by the Purchaser to the

Seller within 10 (ten) Business Days after the determination of the Actual Tax Refund

or Over-provision, as the case may be.

6 Due date for payment

A payment to be made by the Seller under paragraph 2 of this Schedule shall be made within 15

(fifteen) Business Days after the earlier of:

(a) the date on which an agreement, compromise or settlement has been reached between the

Seller and the Purchaser with respect to the amount to be paid;

(b) the date on which an agreement, compromise or settlement has been reached with the Tax

Authority in respect of the Tax Liability that is the object of the Claim concerned; and

(c) the date on which the decision in respect of the Tax Liability that is the object of the Claim

concerned is no longer appealable.

7 Preparation of Tax Returns

7.1 The Seller shall procure that the Company, at the costs and expenses of the Company, prepare

and timely file, or procure the preparation and timely filing of, all Tax Returns in respect of the

Company in a manner and on a basis consistent with past practice, unless otherwise required by

Law, to the extent that these are required to be filed on or before the Completion Date.

7.2 Subject to Completion, the Purchaser shall procure that the Company, at the cost and expenses of

the Company, prepare and timely file, or procure the preparation and timely filing of, all Tax

Returns in respect of the Company not covered by paragraph 7.1 of this Schedule in a manner and

on a basis consistent with past practice, unless otherwise required by Law. With respect to any Tax

Return which relates to any period (or part thereof) starting prior to the Completion Date, the

Purchaser shall procure that the Company shall:

(a) send to the Seller for review a copy of such draft Tax Return at least 10 (ten) Business Days

prior to the due date for filing thereof;

(b) provide the Seller with such further information and assistance as they may reasonably

require in order to review such draft Tax Return;

(c) accept and process all reasonable, timely received comments the Seller may have in respect

of such draft Tax Return; and

(d) only file such Tax Return after prior written consent from the Seller (which consent shall not

be unreasonably withheld or delayed.

7.3 No member of the Purchaser’s Group shall (i) amend, refile, withdraw or otherwise modify, or

cause or permit to be amended, refiled, withdrawn or otherwise modified, any Tax Return filed by

or in respect of the Company for any taxable year or period beginning on or before the Completion

Date, unless (a) required by Law, or (b) with the prior written consent of the Seller (which consent

shall not be unreasonably withheld or delayed) or (ii) take any position in the Tax Returns relating

to the Company which is contrary to the position that the Company has taken or will, in accordance


with this paragraph 7, take in the Tax Returns relating to any period (or part thereof) up to and

including the Completion Date, unless required by Law.

7.4 The Seller and the Purchaser shall provide each other with such information and assistance as

they (or any other member of their respective Groups) may reasonably require to comply with their

respective obligations to prepare and file (or procure the preparation and filing of) Tax Returns

under this paragraph 7.

7.5 The Seller shall cancel any existing authority held by any employee or agent of or adviser to the

Seller or the Company to sign Tax Returns on behalf of the Company with effect from the

Completion Date.

8 Tax warranties

Paragraphs 4 and 6 of this Schedule apply mutatis mutandis to the Seller’s Warranties set out in

paragraph 10 (Tax) of Schedule 11.1.1.

9 Limitations

For the avoidance of doubt, Clause 12, Clause 13 and Clause 14 also apply in respect of Tax

Indemnity Claims, unless expressly indicated otherwise therein.