APX-ENDEX CLEARING B.V. - and - [NAME OF MEMBER] - and - ABN AMRO BANK N.V. MEMBER ESCROW AGREEMENT

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1 DATED APX-ENDEX CLEARING B.V. - and - [NAME OF MEMBER] - and - ABN AMRO BANK N.V. MEMBER ESCROW AGREEMENT

2 MEMBER ESCROW AGREEMENT This agreement is made on [DAY] [MONTH] [YEAR] THE UNDERSIGNED: 1. APX-ENDEX CLEARING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and registered under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and its office address at Hoogoorddreef 7, 1100 AP Amsterdam, the Netherlands, registered with the Dutch Trade Register of the Chamber of Commerce (Kamer van Koophandel, afdeling handelsregister) under number ( APX ); and 2., incorporated and registered under the laws of, with registered office at and registered with the chamber of commerce in under number ( Member ); and 3. ABN AMRO BANK N.V., a public limited company (naamloze vennootschap) incorporated and registered under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands and its office address at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands, registered with the Dutch Trade Register of the Chamber of Commerce under number ( Escrow Agent ), together the Parties, individually a Party. WHEREAS: A. APX-ENDEX and/or its subsidiaries and/or its affiliates operate several energy exchanges by facilitating a trading platform ( Trading Platform ). B. The Member has entered into a membership agreement (with accompanying rules, schedules and annexes) with APX-ENDEX and/or its subsidiaries and/or its affiliates ( Membership Agreement ) and a Participation Agreement CSS with APX in order to trade on the Trading Platform of an energy exchange. C. The Member may also enter into subsequent Membership Agreements in order to trade on the Trading Platform of other energy exchanges operated by APX-ENDEX and/or its subsidiaries and/or its affiliates. D. Each Membership Agreement governs the membership of and the trading on the Trading Platform of a specific energy exchange by the Member. E. Pursuant to the Membership Agreement and the Participation Agreement CSS, the Member is obliged to fund collateral to secure the coverage of obligations and for the recovery of costs and/or losses that could arise in case of non-performance by the Member. F. APX has engaged the services of the Escrow Agent in order to make escrow accounts available to its Members for, inter alia, clearing, settlement and collateral deposit purposes. In this respect, the abovementioned collateral may be deposited in cash on the escrow accounts. 2

3 G. Each separate Membership Agreement requires a separate escrow account for the purpose of, inter alia, clearing, settlement and collateral deposits for the relevant energy exchange. H. The Parties wish to lay down in writing their understanding and consent regarding the rights and obligations of the Parties with respect to each escrow account opened pursuant to this member escrow agreement ( Escrow Agreement ). NOW IT IS HEREBY AGREED as follows: 1. Interpretation 1.1 Clause and paragraph headings are inserted for ease of reference only and shall not affect the construction of this Escrow Agreement. 1.2 Capitalised words in this Escrow Agreement shall have the meaning as defined in the relevant Membership Agreement and the Participation Agreement CSS, in case they are not defined therein, as defined in this Escrow Agreement. 1.3 References to this Escrow Agreement include the recitals (whereas section) and the schedules which form part of this Escrow Agreement for all purposes. 1.4 In this Escrow Agreement, unless the context otherwise requires, words in the singular may be interpreted as including the plural and vice versa. 1.5 The terms and conditions of the Escrow Agent are applicable to this Escrow Agreement, which terms and conditions are attached to this Escrow Agreement as Schedule C. 1.6 In the event of any inconsistency between the terms and conditions of the Escrow Agent and this Escrow Agreement, the Escrow Agreement shall prevail. 1.7 The provisions of this Escrow Agreement (including the terms and conditions applicable pursuant to clause 1.5) shall exclusively govern the matters described herein between the Escrow Agent on the one hand and the Member and APX on the other hand. 2. Escrow Account; Escrow Amount 2.1 Pursuant to the Membership Agreement and the Participation Agreement CSS, the Member shall fund the required minimum amount of cash collateral in accordance with each Membership Agreement and the Participation Agreement CSS ( Required Collateral ) to an escrow account opened by the Escrow Agent pursuant to this Escrow Agreement for each relevant energy exchange (each such account will be individually referred to as an Escrow Account ). 2.2 The Member shall maintain the Required Collateral in accordance with the Membership Agreement and the Participation Agreement CSS on an Escrow Account. The credit balance from time to time on each Escrow Account shall hereinafter be referred to as Escrow Amount. 3

4 2.3 The details of the initial Escrow Account are listed in Schedule D to this Escrow Agreement. 2.4 To the extent Member will enter into subsequent Membership Agreements and/or Participation Agreements with APX-ENDEX and/or its subsidiaries and/or its affiliates and APX, respectively, an additional Escrow Account will have to be allocated. APX will notify the Escrow Agent hereof in writing by means of sending a completed and updated Schedule D to the Escrow Agent. Subsequently, the Escrow Agent will confirm the correctness and its agreement to the updated Schedule D by signing Schedule D and returning this to APX. 2.5 APX will forward a copy of the revised Schedule D to the Member. All additional Escrow Accounts so opened at the request of APX shall be subject to and governed by the terms of this Escrow Agreement. 2.6 The most recent version of Schedule D as sent by the Escrow Agent to APX in conformity with the provisions of the first paragraph will be binding upon the Parties. 2.7 Each reference to the Escrow Amount or the Escrow Account in this Escrow Agreement shall apply to all Escrow Accounts opened by the Escrow Agent under the terms of this Escrow Agreement, as well as all Escrow Amounts standing to the credit of those accounts. 2.8 To the extent the membership of a market will terminate (by means of termination of the relevant Membership Agreement and/or Participation Agreement CSS), APX shall update Schedule D (deleting the details of the relevant Escrow Account) and send this to the Escrow Agent. The Escrow Agent will confirm the correctness and its agreement to the updated Schedule D by signing Schedule D and returning this to APX as soon as practicable but only to the extent the balance of the relevant Escrow Account is nil. Simultaneously with returning the updated Schedule D to APX, the Escrow Agent shall close the relevant Escrow Account. 3. Management of the Escrow Account 3.1 The Escrow Agent agrees and acknowledges that it holds the Escrow Amount on the Escrow Account on the terms and conditions of this Escrow Agreement. 3.2 APX shall have full authority to make withdrawals from each Escrow Account and to perform any and all (legal) acts with respect to the Escrow Account at all times for the purposes permitted by this Escrow Agreement, the Membership Agreement and the Participation Agreement CSS. The Escrow Agent shall ensure that APX will be able to exercise such authority without limitations at all times. 3.3 The Parties agree that APX is exclusively authorised to solely provide instructions to the Escrow Agent. Except as otherwise provided in this Escrow Agreement, the Escrow Agent shall have no other rights and/or obligations than to act in accordance with the instructions provided by APX. For the avoidance of doubt, the Member shall not have the right to provide instructions to the Escrow Agent with respect to the Escrow Account, except the instruction to the Escrow Agent to transfer the Escrow Amount to the Member after termination of this Escrow Agreement by the Member as stipulated in and in accordance with Clause 6 of this Escrow Agreement. 3.4 The Parties agree that APX may assign the rights and obligations under this Escrow Agreement to another company within the APX-ENDEX group of companies at all times, without the consent of the other Parties. In the event of such assignment, APX shall notify the Escrow Agent and the Member as soon as possible. 3.5 APX shall be responsible for the reporting to the Member of matters relating to the Escrow Account and for the processing of all day-to-day queries from the Member. The Escrow Agent 4

5 shall use its best effort to support APX with respect to the aforementioned undertaking. For the avoidance of doubt, the Escrow Agent shall not be contacted by the Member with respect to the reporting in respect of the Escrow Account and processing of day-to-day queries. 3.6 At the request of the Member, APX will procure that the Escrow Agent provides a paper bank statement to the Member, which shall, in the absence of manifest error, be conclusive evidence of the Escrow Amount. The costs related to such request shall be borne by the Member and shall be debited from the Escrow Account in accordance with the Membership Agreement, the Participation Agreement CSS and Clause 4.1 of this Escrow Agreement. 4. Fees; Interest 4.1 All fees and other costs in respect of (i) the operation of the Escrow Account, as specified in Schedule E, (ii) the Membership Agreement and (iii) the Participation Agreement CSS are for the account of the Member. APX is entitled at all times, at its sole discretion, to deduct such fees and costs from the Escrow Amount. 4.2 Where it concerns EUR amounts, the Escrow Amount shall accrue interest at a rate of EONIA (Euro OverNight Index Average) minus 10 basis points or the applicable rate as from time to time determined by APX and where it concerns GBP amounts, the Escrow Amount shall accrue interest at a rate of ABN AMRO Bank GBP Base Rate minus 10 basis points or the applicable rate as from time to time determined by APX (all interest so accrued shall be referred to as Escrow Account Interest ). 4.3 APX is entitled, on the first Business Day of every calendar month to adjust the rate of the Escrow Account Interest. Upon such adjustment, APX shall inform the Member of the adjusted Escrow Account Interest rate as soon as possible. 4.4 The Escrow Agent shall have no responsibility with regard to the transfer of the accrued Escrow Account Interest, other than a release of all accrued Escrow Account Interest together with the Escrow Amount in the event of a transfer as referred to in Clause 5 and Clause Release and Transfer of a part of the Escrow Amount 5.1 The Member may request APX to release and transfer a part of the Escrow Amount (including the Escrow Account Interest) to the bank account of the Member as specified in Schedule A of this Escrow Agreement. 5.2 APX shall approve and execute such request, provided that the Required Collateral shall be maintained. 6. Termination of the Escrow Agreement 6.1 The Member may terminate this Escrow Agreement with a termination notice period of one (1) month ( Termination Notice Period ) by serving a termination notice to APX and the Escrow Agent, substantially in the form as attached to this Escrow Agreement as Schedule B ( Termination Notice ). The Termination Notice Period shall commence on the date the Escrow Agent has received the Termination Notice. 6.2 The Termination Notice shall be validly served if the Termination Notice is signed by the duly authorised representative(s) of the Member and delivered to APX and the Escrow Agent. 6.3 The Escrow Agent shall release and transfer the Escrow Amount (including any Escrow Account Interest accrued thereon) to the bank account of the Member as specified in Schedule 5

6 A of this Escrow Agreement after the lapse of the Termination Notice Period, after which transfer this Escrow Agreement shall terminate by operation of law. 6.4 Prior to such release and transfer of the Escrow Amount to the bank account of the Member by the Escrow Agent, APX shall be entitled to make withdrawals from the Escrow Account and to perform any and all (legal) acts to clear and settle the outstanding transactions and/or to obtain payment of any amount then due and payable by the Member under the Membership Agreement, the Participation Agreement CSS and this Escrow Agreement, notwithstanding and taking into account the provisions of clause APX may terminate this Escrow Agreement, by giving no less than one month prior written notice of such termination to the other Parties. The termination period of one month shall commence on the date the Member has received the termination notice in accordance with clause 8. Clauses 6.3 and 6.4 shall be applicable to the termination of the Escrow Agreement by APX. 6.6 This Escrow Agreement shall terminate by operation of law in the event that all respective Membership Agreements between APX and the Member have been terminated, to the extent the Escrow Agent has been informed hereof in writing by APX and the balance of each Escrow Account is nil. 6.7 This Escrow Agreement shall terminate by operation of law in the event that the service level agreement regarding the Escrow Accounts between APX and the Escrow Agent terminates and to the extent the Member has been informed hereof in writing by APX and the balance of each Escrow Account is nil. 6.8 This Escrow Agreement shall terminate by operation of law if the Member is or will in the near future be dissolved, liquidated or an Insolvency Event (as defined hereunder) has occurred in respect of the Member and to the extent the Escrow Agent has been informed hereof in writing by APX and the balance of the Escrow Account is nil. 6.9 If an insolvency event ( Insolvency Event ) has occurred in respect of APX and the Escrow Agent has been informed hereof in writing, the Escrow Agent will, without any further instructions from any Party being required, block the authority of APX to make withdrawals from the Member Escrow Accounts and as soon as possible transfer the Escrow Amount to the respective bank account(s) of the Member(s) as specified in Schedule A of this Escrow Agreement, after which this Escrow Agreement shall terminate by operation of law For the purposes of this Escrow Agreement, Insolvency Event shall mean the suspension of payments being granted or an administrator or receiver being appointed. 7. Liability 7.1 The liability of APX for any damages or losses that a Member might suffer due to an act or omission committed by APX, is restricted to the damages and losses that are the immediate consequence of willful misconduct or gross negligence of senior management of APX. 7.2 APX shall never be liable for lost profit, loss of revenue, loss of use, loss of contract, loss of data, loss of goodwill, increased cost of working or any of the kind and/or indirect or consequential loss of a Member. 7.3 APX shall never be liable for losses and damages that can be attributed to the Escrow Agent. 6

7 7.4 The Escrow Agent will not be liable for any act or omission by APX with respect to the management of the Escrow Account and the Member hereby waives any rights it might have to seek compensation from the Escrow Agent for any financial loss it might incur as a result of the management of the Escrow Account by APX. 8. Notices 8.1 All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing in the English language and delivered by , registered mail or facsimile. Any notices, demands or other communications to be delivered by one Party to the other Party shall be delivered at the address identified below and marked for the attention of the relevant person identified below and shall be deemed to have been received: a. in case of delivery by , on the day the was sent according to the delivery confirmation records of the respective Party s mail server; b. in case of delivery by mail, five Business Days after deposit in the mail; c. in case of delivery by any recognized express courier, one Business Day after delivery to the courier; d. in case of delivery by facsimile, when dispatched. Notices, demands or other communications will be addressed as follows: ABN AMRO Bank N.V. Attn. the Operations Director Weena 200, Tower A (9th floor) 3012 NJ Rotterdam P.O. Box BW Rotterdam The Netherlands Facsimile: escrow-settlement@nl.abnamro.com APX-ENDEX Clearing B.V. Attn. Settlements Department Hoogoorddreef AP Amsterdam The Netherlands Facsimile: Settlements@apxendex.com Attn. Facsimile: 7

8 8.2 The Parties shall, as soon as possible after the contact details of such Party have changed, inform the other Party thereof. Failure to inform the other Party of such change, as well as any adverse consequences thereof, shall be for the sole account of such defaulting Party. 9. Miscellaneous 9.1 Except as otherwise provided in this Escrow Agreement, none of the rights and/or obligations created by this Escrow Agreement shall be assignable to a third party by any of the Parties without the prior written consent of the other Party. 9.2 This Escrow Agreement shall be binding on and for the benefit of the respective successors and the assignees/transferees of the Parties. 9.3 No amendment to this Escrow Agreement shall be binding on the Parties unless set out in writing, expressed to amend this Escrow Agreement and signed by the duly authorised representative(s) of each of the Parties. 9.4 If any provision of this Escrow Agreement is or becomes invalid, illegal or unenforceable, such provision shall be severed and the remainder of the provisions in this Escrow Agreement shall continue in full force and effect as if this Escrow Agreement had been executed without the invalid, illegal or unenforceable provision. If the invalidity, illegality or unenforceability is so fundamental that it prevents the accomplishment of the purpose of this Escrow Agreement, the Parties shall immediately commence good faith negotiations to agree an alternative arrangement. 9.5 No representations, promises, agreements or understandings regarding the subject matter shall be of any force or effect unless set out in writing and signed by the duly authorised representative(s) of each of the Parties. 9.6 This Escrow Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 10. Jurisdiction and Dispute Resolution 10.1 This Agreement shall be exclusively governed by and construed in accordance with the laws of the Netherlands. Any dispute arising out of or in connection with this Agreement shall be exclusively submitted to the competent court of Amsterdam, the Netherlands. 8

9 The Parties each agree to be bound by the terms and conditions of this Escrow Agreement. For and on behalf of APX-ENDEX CLEARING B.V. By : By : Title : Title : Signature Signature For and on behalf of By : By : Title : Title : Signature Signature For and on behalf of ABN AMRO Bank N.V. By : By : Title : Title : Signature Signature 9

10 Schedule A Address and Account details Member Company name Address Postal Code and City Country VAT no. Duly represented by Contact person Telephone / Fax Account in name of Account number IBAN number Bank Bank address Swift address 10

11 Schedule B Form of Termination Notice (to ABN AMRO Bank N.V.) To: ABN AMRO Bank N.V. Attn. the Operations Director From: [NAME OF THE MEMBER] Date: Re: [DATE] Termination of the Escrow Agreement On [DATE], ABN AMRO Bank N.V., APX and the undersigned Member have entered into an escrow agreement (the Escrow Agreement ). Unless otherwise defined therein, the terms shall have the meaning ascribed to them in the Escrow Agreement. The undersigned hereby terminates the Escrow Agreement in accordance with Clause 6 of the Escrow Agreement by means of this Termination Notice. In compliance with and subject to the terms of Clause 6 of the Escrow Agreement and the Membership Agreement, the undersigned instructs the Escrow Agent to transfer the Escrow Amount to the bank account of the undersigned as specified in Schedule A of the Escrow Agreement. For an on behalf of the [NAME OF THE MEMBER] By : By : Title : Title : Signature Signature 11

12 Schedule B Form of Termination Notice (to APX-ENDEX Clearing B.V.) To: APX-ENDEX Clearing B.V. Attn. Settlements Department Hoogoorddreef AP Amsterdam The Netherlands From: [NAME OF THE MEMBER] Date: Re: [DATE] Termination of the Escrow Agreement On [DATE], ABN AMRO Bank N.V., APX and the undersigned Member have entered into an escrow agreement (the Escrow Agreement ). Unless otherwise defined therein, the terms shall have the meaning ascribed to them in the Escrow Agreement. The undersigned hereby terminates the Escrow Agreement in accordance with Clause 6 of the Escrow Agreement by means of this Termination Notice. In compliance with and subject to the terms of Clause 6 of the Escrow Agreement and the Membership Agreement, the undersigned instructs the Escrow Agent to transfer the Escrow Amount to the bank account of the undersigned as specified in Schedule A of the Escrow Agreement. For an on behalf of the [NAME OF THE MEMBER] By : By : Title : Title : Signature Signature 12

13 Schedule C TERMS AND CONDITIONS 1a. These Terms and Conditions shall apply to and form an integral part of this Escrow Agreement and any amendments made thereto at a later date, such original Escrow Agreement and/or amendments thereto hereinafter jointly and severally referred to as the "Escrow Agreement", entered into by the Member, APX and the Escrow Agent. Any (general) terms and conditions used by either the Member or APX in whatever form shall not be applicable to this Escrow Agreement. 1b. The Member hereby explicitly agrees that the Escrow Agent holds legal title to the Escrow Amount for the duration of this Agreement. 2. The Escrow Agent shall have no obligations pursuant to this Escrow Agreement other than those expressly stipulated herein. The Escrow Agent shall sufficiently maintain its operation to carry out its obligations hereunder. Nothing herein shall constitute a partnership or a joint venture between the Member or APX or the Escrow Agent or any two or more of them. 3. The term Entitlement used herein refers to any entitlement to (a part of) the Escrow Amount by APX and/or the Member (or if applicable a third party) and as indicated in this Escrow Agreement. 4. The Escrow Agent hereby irrevocably and unconditionally waives any right it might have under applicable law to set-off its obligation to release an Entitlement against any claims it might have on the person or entity entitled to such Entitlement other than claims and or Entitlements based upon this Escrow Agreement. The Escrow Agent confirms that it does not have any right of pledge over the Entitlement and that it will not accept the vesting of such a right of pledge in its favor for the duration of this Escrow Agreement. The Escrow Agent has not granted any right of pledge to any third party over the Entitlement and will not do so for the duration of this Escrow Agreement. 5. The Escrow Agent shall keep complete and accurate books of the Escrow Account and records relating to the Escrow Amount received and released by it hereunder. The Member and APX shall be entitled to audit the Escrow Agent's books relating to the administration and the release of the Escrow Amount at their own expense, but no more than once every 12 months during the term of this Escrow Agreement. In any such case, the Escrow Agent shall be entitled to charge a reasonable hourly fee for providing assistance, information and services related to such audit, due and payable by such party that has instigated the audit. 6. If, due to the adoption of, or any change in, any applicable law, or due to the promulgation of any court or legal or regulatory authority, it is or becomes unlawful for the Escrow Agent, APX or the Member to comply with any provision of this Member Escrow Agreement, including but not limited to a provision to receive payments and/or deliveries or effect transfers, the Parties undertake to negotiate in good faith to remedy such a situation and the Escrow Agent undertakes to continue the provision of services under this Escrow Agreement for as long as reasonably necessary and legally permitted. To the extent a remedy is not feasible or not commercially reasonable (to be determined by any Party) this Escrow Agreement may be terminated by any Party by sending a written notice to the other Party. No party shall incur any liability to the other Party following this termination. 13

14 7a. The Escrow Agent shall be entitled to rely on information, reasonably believed by the Escrow Agent to be correct, provided to Escrow Agent by APX or the Member and on any document or correspondence reasonably believed by the Escrow Agent to be genuine and to have been sent or signed by the person by whom it purports to have been sent or signed. Provided the Escrow Agent has acted reasonably, it shall not be liable to either APX or the Member for any consequence of any such reliance. If reasonable questions arise under this Escrow Agreement the Escrow Agent may rely on the advice of legal counsel (which may be in-house counsel) and the Escrow Agent shall not be liable for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice, in absence of gross negligence or wilful misconduct. 7b. The Escrow Agent may, in its sole discretion and notwithstanding article 7a of this terms and conditions, request that an Escrow Release Notice should be submitted to the Escrow Agent in legalised and apostilled form, whereas the legalisation should at least refer to (i) the authenticity of the signatures of the individuals who have purportedly executed the Escrow Release Notice and (ii) the fact that the individuals who have executed the Escrow Release Notice had the representational authority to do so. Insofar as it is not possible to provide an Escrow Release Notice in apostilled form, the Escrow Agent may, in its reasonable discretion, require that the Escrow Release Notice is legalised by the Dutch consulate in the country of legalisation. 8a. The Escrow Agent is liable for any Entitlement up to the Escrow Amount. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds in excess of the Escrow Amount or otherwise incur any liability in the performance of its obligations under the Escrow Agreement other than in respect of an Entitlement. 8b. The Escrow Agent shall not be liable on account of the application of any funds, or documents received by it under the Escrow Agreement, provided such funds or documents are applied in accordance with this Escrow Agreement. For the avoidance of doubt, the Escrow Agent shall also not be liable for any financial loss incurred by APX or the Member as a result of currency conversions (if so instructed) with regard to any amount paid to the Escrow Agent under this Escrow Agreement. 8c. Any claims in relation to the Escrow Agent s liability hereunder shall be made within ninety calendar days after the day the Member or APX have become aware of the event upon which the claim is based. The Escrow Agent shall not be liable on account of any acts or omissions, as long as such acts or omissions are in compliance with the provisions of the Escrow Agreement. 9. All amounts due by APX and the Member to the Escrow Agent under this Escrow Agreement shall be paid gross, except if taxes need to be deducted or added. If taxes were to be deducted from any amounts paid or to be paid by APX or the Member to the Escrow Agent, APX or the Member shall pay the additional amounts required to ensure that the amount received by the Escrow Agent is equal to the full amount which it would have received if the relevant payment had not been subject to the deduction of such taxes. If taxes were to be added to any amounts paid by APX or the Member, APX or the Member shall pay such taxes on top of such amounts. Furthermore APX or the Member shall reimburse the Escrow Agent for any taxes paid with regard to this Escrow Agreement. All Entitlements to be released by the Escrow Agent hereunder shall be released without deducting or withholding taxes in respect thereof, unless the Escrow Agent is obliged under applicable law to deduct or withhold taxes in respect of such Entitlements. In such cases the Escrow Agent shall, vis-à-vis the person or entity to which such Entitlement pertains, be entitled to deduct or withhold such taxes prior to such Entitlement being released. If at any time the Escrow Agent determines that the (value of) the Escrow Amount is not sufficient to make the necessary deductions or withholdings, the 14

15 Member shall at the Escrow Agent s request, forthwith pay the amount of any such shortfall or the estimated amount thereof in the Escrow Account. 10. If the Escrow Agent, by instruction of the Member or APX, dispatches moneys, securities, documents of title and/or any other goods as part of the fulfilment of its obligations under the Escrow Agreement, such dispatch shall be at the instructing party s risk, and it shall be the instructing party s responsibility to properly insure such moneys, securities, documents of title and/or goods at its expense, against any peril it may foresee. 11a. Any notice ( Notice ) in connection with this Escrow Agreement must be made in writing, in English, properly signed for, and shall be validly given with respect to each Party if sent by registered mail and/or facsimile (the latter need to have a successful receipt report). The addresses of the Parties shall be those given at the head of the Escrow Agreement and with respect to a Member those given in Schedule A. Any notice submitted to the Escrow Agent shall be addressed to the Operations Director. Changes in the address of either Party shall be notified to the other Parties in the manner set forth in this Clause. 11b. Any change and/or amendment and/or addendum and/or new instruction with regard to this Escrow Agreement shall be in writing, in English, properly signed by all of the Parties, such document to be referred to as an Addendum or Amendment and such Addendum or Amendment shall form an integral part of this Escrow Agreement. 11c. Confirmations from the Escrow Agent with regard to the balance of the Escrow Amount or amounts received in the Escrow Account can have the format of (electronic) bank statements and/or account statements. 11d. The Escrow Agent shall use its best effort to process notices it receives prior to hours CET time on a Business Day on that same Business Day, whereas the Escrow Agent does not have any obligation whatsoever to process a notice it receives after hours CET time on a Business Day on that same Business Day. 12. The Member and APX waive the right to procure that the balance of the Escrow Account is attached by means of an injunction from a competent court or any other conservatory measures. 13. Business Day in this Escrow Agreement means each such day during which banks are open for general business in the Netherlands. 14a. This Escrow Agreement replaces and annuls any agreement, communication, offer, proposal, or correspondence, oral or written, exchanged or concluded between Parties and relating to the same matter, unless explicitly agreed otherwise in writing. 14b. In the event of any inconsistency between the Terms and Conditions and this Escrow Agreement not including the Terms and Conditions, the latter will prevail. 15. This Escrow Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. 16. The Escrow Agent is entitled to disclose any and all information with regard to this Escrow agreement to the minimum extent required by: (i) any order of any court of competent jurisdiction or any competent judicial governmental or regulatory body; or (ii) the rules of any listing authority or stock exchange on which its shares or the shares of any company in its group are listed or traded; or (iii) the laws or regulations of any country with jurisdiction over its affairs. 15

16 Schedule D Escrow Account Schedule Version [insert date and sequence number] On [DATE], ABN AMRO Bank N.V., APX and the Member have entered into an Escrow Agreement. Unless otherwise defined herein, the terms shall have the meaning ascribed to them in the Escrow Agreement. The following Escrow Accounts have been opened under the Escrow Agreement In compliance with and subject to the terms of Clause 2.6 of the Escrow Agreement, the most recent versions of this Escrow Account Schedule, signed for approval by the Escrow Agent, is binding upon the Parties. ALL ESCROW ACCOUNTS Bank: Bank address: SWIFT address: Account in the name of: ABN AMRO Bank N.V. Blaak 555, Rotterdam, the Netherlands FTSBNL2R ABN AMRO Bank N.V. INITIAL ESCROW ACCOUNT [Market reference] [Account reference] Currency: [=] Account number: [=] IBAN: [=] ADDITIONAL ESCROW ACCOUNTS [Market reference] [Account reference] Currency: [=] Account number: [=] IBAN: [=] [Market reference] [Account reference] Currency: [=] Account number: [=] IBAN: [=] [Market reference] [Account reference] Currency: [=] Account number: [=] IBAN: [=] [Market reference] [Account reference] Currency: [=] Account number: [=] IBAN: [=] CLOSED ESCROW ACCOUNTS [Market reference] [Account reference] Currency: [=] Account number: [=] IBAN: [=] [Market reference] [Account reference] Currency: [=] Account number: [=] IBAN: [=] For an on behalf of the APX By : By : Signature Signature 16

17 For an on behalf of the Escrow Agent By : By : Signature Signature 17

18 Schedule E Cash Management Fees Transactions via Money Manager* Intercompany transactions Free of charge Between ABN AMRO Bank Escrow Accounts Domestic payments & receipts regular Domestic payments & receipts same day International payments same day Intra ABN AMRO Bank network International payments & receipts same day external EUR 0.07 EUR 4.50 EUR 5.00 / GBP 4,50** EUR 5.00 / GBP 4,50** Including European Domestic payments regular *** Including European Domestic payments same day ***/**** Only on debtors side * based on a STP rate of 90 percent (if an STP rate of less than 90 percent applies, standard cash management rates apply) ** if currency account is nominated in GBP *** to the extent the following qualifications apply to a payment/receipt it will be regarded as a European Domestic Payment transaction: - it is denominated in EUR; - it involves amounts up to EUR ; - it contains the correct IBAN of the beneficiary - it contains the name and address of the beneficiary; - it provides the correct and full Bank Identifier Code (BIC) of the beneficiary's bank; - the bank of the beneficiary is located in the EU; - transfer processing costs are shared (SHA); - the transfer does not contain any additional payment instructions for ABN AMRO Bank. **** For the avoidance of doubt, European Domestic same day transfers of amounts greater than EUR shall be charged similarly as International Transfers same day external (i.e. with a maximum fee of no more than EUR 5.00). 18

19 Multibank reporting APX members Set-up fee for reporting, 1st account EUR 100 once off Adding subsequent accounts for reporting partner banks and 3rd banks Option a) EUR 10 per account once off Reporting to partner banks & third-party banks EUR 30 per account/currency/bic/monthly Option b) Reporting to partner banks (including intraday) EUR 50 per account/currency/bic/monthly Reporting to third-party banks (including intraday) EUR 80 per account/currency/bic/monthly 19