Tallinn Business Bank Ltd.

1.

GENERAL PROVISIONS

1.1

1.2

1.3

2.

APPLICATION OF GENERAL CONDITIONS AND SEPARATE BANK PRODUCTS

2.1

2.2

2.3

2.4

2.5

2.6

2.7

3.

APPLICABLE LAW

3.1

Laws of the Republic of Estonia shall be applied in the relations between the Bank and the Customer.

3.2

Laws of foreign countries may be applied for regulation of relations between the Bank and the Customer only in case it has been provided in the Contract or by foreign law.

3.3

Judicial disputes between the Bank and the Customer shall be settled in the court of the location of the Bank unless otherwise stipulated by law or unless otherwise agreed between the parties.

4.

CUSTOMER IDENTIFICATION

4.1

When signing Settlement Account Contract or making other transactions, Customer being an individual person and his/her representative shall be obliged to submit to the Bank upon the Banks request personal details and documents necessary to identify his/her person.

4.2

The document accepted by the Bank for individual identification shall be ID in compliance with the requirements of the law in effect and approved by the Bank.

4.3

Customer shall be obliged to inform the Bank immediately in case his/her ID has been lost, stolen or in other way disposed of beyond his/her control.

5. IDENTIFICATION OF LEGAL ENTITY

5.1

When signing Settlement Account Contract a legal entity or a branch of foreign company registered in Estonia shall submit to the Bank the following:

5.1.1

A hard copy In effect issued by the appropriate register;

5.1.2.

Other documents at the Banks request.

5.2

A representative of a legal entity named in the foundation agreement or foundation resolution of a company subject to foundation or a representative acting on the basis of a proxy shall submit to the Bank the agreement or foundation resolution and/or the appropriate proxy.

5.3

An individual person representing a legal entity or a legal entity subject to foundation shall be identified in accordance with the procedure stipulated in Art.4.

6.

PARTICULAR REQUIREMENTS FOR IDENTIFICATION OF A FOREIGN LEGAL ENTITY

6.1

When making a Contract with a foreign legal entity, the Bank shall be entitled to request submitting the following documents:

6.1.1

a hard copy in effect or a copy of registration certificate issued by the appropriate register which shall contain:

6.1.1.1

the name of the legal entity;

6.1.1.2

registration number;

6.1.1.3

date of registration;

6.1.1.4

the name and the country of the register;

6.1.1.5

the date of issue;

6.1.2

Statutes or Association Agreement;

6.1.3

document to confirm owners of the legal entity including owners personal data (name, address, personal or register code);

6.1.4

document regarding elections/assignments of management (managing board, chief executive officer) of the legal entity including personal data for members of the board/chief executive officer;

6.1.5

other documents upon the Banks request.

6.2

In case the abovementioned documents or data is not possible to obtain or they are not available in the country in the abovementioned form, the Bank shall be entitled to make a request to submit some additional documents.

7.

REPRESENTATION

7.1

An individual may perform bank transactions in person or with the help of representative. A legal entity performs bank transactions with the help of its representative.

7.2

At the Banks request individual Customer shall be obliged to perform bank transactions in person.

7.3

The Bank shall not be obliged to accept the right of representation, which is expressed unambiguously and explicitly.

7.4

The persons authority for being representative shall be in the form accepted by the Bank and shall be specified in General Conditions of the Bank.

7.5

The Bank shall be entitled to accept only authority for being representative containing the following:

7.5.1.

description of authority limits;

7.5.2.

first and last name, personal code or the date of birth, or name and register code or registration number of the person being represented;

7.5.3

first and last name, date of birth or personal identification code, or name and register code or registration number of the legal entity;

7.5.4

right to transfer power of attorney, if any;

7.5.5

date of issuing the proxy;

7.5.6

expiry date for the proxy;

7.6.

The Bank shall bear no liability for any transactions performed by unauthorized representative and for the consequences arising from them in case the Customer fails to comply with the obligation to inform the Bank (Art. 12.3 of the General Conditions of the Bank). The Customer shall have to inform the Bank even if the representation right is filed with public records and data in regard of it has been published in the mass media, official announcements included, or adjudication regarding the representation right is available.

8.

CUSTOMERS LEGAL SUCCESSION

8.1

The Customers rights and obligations shall be transferred to another person in accordance with the transaction, law or other legal act.

8.2

In case of decease of an individual person, the Bank shall be entitled to request from his/her heirs any documents which are prescribed by acts of law and certify that the Customers rights are subject to transfer to them.

8.3

Reformation, merger and splitting of any legal person shall be asserted with a hard copy from relevant register or in any other way stipulated in acts of law.

9.

FORMS REQUIRED FOR DOCUMENTS

9.1

Documents shall be submitted by the Customer to the Bank in the form of original copies or duplicates attested by notary.

9.2

Documents issued in a foreign country shall be in the following form:

9.2.1

Original copies or duplicates having notary attestation or certified in the equal way;

9.2.2

Documents legalized or having apostil;

9.3

The Bank shall be entitled to keep the original document (except personal ID) submitted by the Customer or his/her representative, or make a copy of this document.

9.4

As to foreign language documents, the Bank shall be entitled to request their translation into Estonian or some other language at the Banks option with notary attestation. The translation is to be made by translator at law or the signature of the translator shall have notary attestation.

9.5

The Bank shall be entitled to assume that any document submitted by the Customer shall be authentic, effective and valid.

9.6

In case the origin of any document causes doubts, the Bank shall be entitled to refuse carrying out transaction and ask for additional information or documents.

10.

CONTRACT

10.1

Relations between the Bank and the Customer are regulated by Contracts in writing or any other form in case no compulsory form is foreseen for the contract by the law. In order to use services rendered by the Bank for the first time provided there is no need to have a bank account for it or to open first account with the Bank the Contract is made in writing.

10.2

In case an individual person and terms and conditions of the Contract he/she applies for comply with the law and General Conditions of the Bank, the Bank shall be obliged to conclude Settlement Account Contract with the Customer at his/her request.

10.3

The Bank shall be entitled to refuse to conclude the Contract with an individual person under the following reasons:

10.3.1

Individual person or legal entity related to the individual person have submitted incorrect and insufficient data to the Bank or the legal entity of the group consolidated with the Bank due to wilful intention or total negligence or refuses to submit data;

10.3.2

Individual person or legal entity related to the individual person have not submitted upon the Banks request to the Bank or the legal entity of the group consolidated with the Bank sufficient data or documents to identify the person or to confirm legal origin of the money or suspicions in money laundering in regard of the person have been caused by other reasons;

10.3.4

In case activity or inaction of individual person or legal entity related to the individual person have caused damage or actual danger of arising damage for the Bank or the legal entity of the group consolidated with the Bank;

10.3.5

The document submitted by the individual person to the Bank has forgery elements or does not meet requirements of the Bank in some other way.

10.3.6

According to the information gained by investigation or supervision authorities an individual person is related to a criminal group.

10.3.7

Other reasons basing on the law, especially when a contract is not concluded under legal constraints, such as restricted ability to act, clash or lack of representation rights.

10.4

Prior to refuse conclusion of Settlement Account Contract the Bank is carefully considering all aspects of the each particular case and makes its decision basing on reasonable principles.

11.

MONEY LAUNDERING PREVENTION

11.1

According to the Money Laundering and Terrorist Financing Prevention Act in effect the Bank shall have right and obligation to request a Customer to submit additional information, documents and explanations regarding a cash transaction in the amount over 100 000 (one hundred thousand) kroons and a cashless transaction in the amount over 200 000 (two hundred thousand) kroons. The Bank shall have right not to perform the transaction for the lack of satisfactory information and/or document.

11.2

The Bank shall not be held liable for any loss incurred to the Customer and/or any third party due to forged, expired or invalid documents unless the loss was incurred due to the Banks serious negligence.

12.

SIGNATURES

12.1

The Bank shall accept Customers personal signature, Customers representative personal signature and in cases provided by the Contract electronically or orally transmitted codes.

12.2

Documents shall be signed digitally only in cases stipulated by the law, provided a certificate for giving a digital signature has been issued by the company approved by the Bank.

12.3

The Bank shall be entitled to request the Customer to put his/her signature on the spot in the Bank, in case it turns out impossible, signature shall have notary attestation.

13.

EXCHANGE OF INFORMATION BETWEEN THE BANK AND THE CUSTOMER

13.1

The Bank shall notify the Customer by the following means:

13.1.1

notices or bulletins at branch offices;

13.1.2

advertisements in the press;

13.1.3

personal letters or notices transmitted by other communication means;

13.1.4

notices in Internet.

13.2

Any personal notice sent to the Customer shall be deemed received by the Customer and the Banks obligation to inform fulfilled after the Banks notices have been sent off to the latest address or the number of communication means indicated by the Customer and a proper time period necessary for notice to reach the addressee has passed since the time of dispatch.

13.3

The Customer shall be obliged to immediately inform the Bank in writing or in any other agreed way about all circumstances considered being important for the present business relation that impact or might impact the fulfilment of Customer or the Banks obligations under the present Contract including change of Customers name, address or representative. The legal entity shall inform the Bank in regard of restructuring, merging or splitting of the legal entity as well as its bankruptcy declared or liquidation procedure started. The Customers obligation to inform the Bank shall also stand in case the abovementioned changes have been filed in the public register or made public in mass media.

13.4

Should the Customer fail to fulfil the obligation named above, the Bank shall consider the information available at its disposal to be accurate and the Bank shall not be responsible for any loss incurred to the Customer and/or any third party due to the Customer's failure to comply with the obligation to inform the Bank except the loss caused by the Banks wilful intention or negligence.

13.5

The Bank may ask the Customer for originals or duplicates attested by notary of the documents being the basis for changes to make.

13.6

The Customer shall be obliged to immediately check up the accuracy and correctness of information contained in the notices received from the Bank. In case he/she discovers any inaccuracy, the Customer shall be obliged to immediately inform the Bank about it.

13.7

The Customer shall be obliged to immediately inform the Bank when he/she has failed to receive an account statement or any other notice issued by the Bank on a regular basis, but not later than 10 days from the day he/she should have received the notice from the Bank according to the agreement.

14.

CUSTOMERS INSTRUCTIONS

14.1

Any instructions to be submitted to the Bank by the Customer shall be in writing or transmitted in other way agreed between the Bank and the Customer.

14.2

The Bank shall be entitled to assume that the content of any instruction of the Customer presented to the Bank corresponds to the Customers will.

14.3

The Bank shall generally undertake to execute only such orders that are drawn accurately and in the form accepted by the Bank, which are unambiguous, executable and which clearly indicate the Customers will. The Customer shall be responsible for inaccuracies, mistakes and incorrect delivery of the orders. The Bank shall be entitled to request additional information or documents in case an order is incomprehensible.

14.4

The Bank shall be entitled to record orders and other instructions transmitted by the Customer by means of communication and if necessary, use them to evidence the Customers orders or other transactions.

15.

PERFORMANCE OF CUSTOMERS INSTRUCTIONS

15.1

The Bank shall perform the Customers instructions taking into consideration the Estonian law, other legal acts, the General Conditions and Contract concluded between the Bank and the Customer.

15.2

The Bank shall be entitled prior to performing the Customers order to ask the Customer to prove with documents a legal origin of the money or any other property to be used for transaction. The Bank shall be entitled to reject the Customers instruction in case the Customer fails to prove an origin of the money or any other property to be used for transaction or the transaction has caused the Banks suspicions in money laundering for other reasons.

15.3

The Bank may reject performing the Customers order in case for the particular circumstances the Bank may assume that the Customer would approve this action.

15.4

The Bank shall be entitled to reject the Customers order in case it does not meetthe requirements stipulated in Art.14.3. The Customer shall be informed whether transaction has been performed or not from the statement of the account.

15.5

The Customer shall be obliged to create all conditions depending on him/her that are relevant for executing his/her orders. In case the Customer fails to comply with this obligation, the Bank shall be entitled to refuse performing the Customers order, whereas the Bank shall not bear liability for damages caused to the Customer and/or third party by the refusal to perform such an order.

15.6

The Customer shall be entitled to demand from the Bank to perform his/her instructions provided the performance of such instructions is foreseen by the Banks price list or the Bank and the Customer have a separate agreement for their performance.

15.7

The Customer shall be entitled to revoke his/her order in case the Bank fails to perform the order on time or has not taken any obligations related with the performance of the order in regard of the third parties.

16.

DELAYS

16.1

The Bank shall pay for a delay in performing an order the penal sum stipulated in the law for the interest of arrears on a delayed amount within the period of delay, unless otherwise agreed between the Bank and the Customer.

16.2

The Bank shall pay no penal sum for a delay in performance of an order in case the Customer filled in the order incorrectly either the order was contradictory or did not meet the requirements fixed by the Bank.

17.

TRANSACTIONS WITH FOREIGN CURRENCY

17.1

The Bank shall be entitled to apply all conditions and restrictions in regard of transactions and operations performed by the Customer with a foreign currency that are effective in the country of origin for that particular foreign currency and that impact the Bank while making transactions or investments in that foreign currency.

17.2

The Bank shall be entitled to postpone, or apply limits to liabilities taken in any foreign currency in case such postponement or application of limits results from force majeur in the country of origin of this currency. The above provision shall not apply to the transactions performed within the Bank as well as to offsets.

17.3

Unless otherwise agreed between the Bank and the Customer, liabilities denominated in a foreign currency shall be carried out in this particular currency.

18.

OFFSETTING

18.1

The Bank shall be entitled to perform offset unless otherwise agreed between the Bank and the Customer or unless otherwise stipulated by the law.

18.2

The Bank shall be entitled to first withhold from the Customers accounts any amounts payable to and recallable by the Bank, inclusively in case the Customer or any third party has submitted other payment orders after an amount has become recallable and before it is withheld by the Bank, unless otherwise stipulated by the law.

18.3

The Bank shall notify the Customer about an offset pursuant to the agreement concluded with the Customer or pursuant to the law.

19.

SERVICE CHARGES AND ARREARS

19.1

The services rendered to the Customer and transactions performed for the Customer and prices charged are fixed in the Price List. The Bank shall be entitled to charge and the Customer shall be liable to pay for a rendered service in accordance with the Price List.

19.2

The Bank and the Customer can make an additional agreement for service charges different from the Price List.

19.3

In addition to the Price List or any separate agreement the Customer shall cover expenditures related to any operation performed by the Bank in the interest of the Customer (e.g. postage, telephone expenses, notary fees, unexpected extra pays, deposit charges, etc.)

19.4

The Price List shall be available at any time within a business day of the Bank at all branch offices of the Bank. Notice on an amendment to be made in the Price List shall be displayed at the branch offices at least 15 days prior to the effective date, by that action the Banks obligation to inform shall be deemed fulfilled.

19.5

Unless otherwise agreed between the Bank and the Customer, in case of Customers disagreement on some amendment to be made in the Price List the Customer shall have right to inform the Bank about that disagreement in writing and terminate the Contract between the Bank and the Customer before the amendment becomes effective and fulfil all his/her obligations arising from the abovementioned Contract and related agreements. In case the Customer has not submitted an appropriate application to the Bank, he/she shall be deemed to have accepted the amendments without any reservations.

19.6

The Bank shall withhold all charges and other payable amounts and arrears from the Customers account fixed in the Contract.

19.7

The Bank shall be entitled to set up a waiting list for all charges and other amounts and arrears payable to the Bank to be withheld.

19.8

In case the funds available on the account to deduct a charge and other payable amounts and arrears from are not sufficient enough for payment, the Bank shall be entitled to withhold a charge and other payable amounts and arrears from any Customers account at its own option, foreign currency included, and at any time from the funds coming into the Customers accounts, as well as after the amounts became collectable but before they have been actually withheld by the Bank though the Customer made different orders in regard of these amounts.

20.

GUARANTEE FOR THE BANKS CLAIMS

20.1

The Bank shall be entitled to ask the Customer for a collateral to guarantee a proper performance of his/her obligations under the Contract.

20.2

The Bank shall be entitled to ask the Customer for a collateral or to increase the value of already available collateral in case the terms and conditions serving as the basis for the relationship between the Customer and the Bank have changed and that change is impacting or may impact the performance of obligations by the Customer, the changes being the following:

20.2.1

change of the Customers economic situation for the worse or risk of such a change;

20.2.2

decrease of the available collateral value or risk of decreasing;

20.2.3

other circumstances that affect or may affect proper performance of obligations of the parties.

21.

MISTAKENLY PERFORMED TRANSACTIONS

21.1

In case an amount has been transferred to the Customers account by mistake, the Customer having discovered the error shall be obliged to inform immediately the Bank about it.

21.2

The Bank shall be entitled to deduct any amount transferred mistakenly into a wrong account by correcting transfer without asking permission from the Customer.

21.3

The Bank and the Customer shall be obliged to count the amounts payable into the account in cash prior to the payment and the amounts payable from the account immediately after receipt, and immediately submit claims on the spot.

22.

LIABILITY

22.1

The Bank and the Customer shall perform his/her obligations bona fide, soundly and in accordance with the requirements for carefulness and the traditions and practice.

22.2

The party shall be responsible for the loss caused to the other party in the result of failing to perform its obligations or their improper performing.

22.3

The Customer shall not be liable for violating any his/her obligation provided the Customer proves that improper performance or the failure to comply with the obligation was caused by force majeur.

22.4

The Bank shall not be liable for the losses caused to the Customer by force majeur, including illegal obstruction of the Banks operation by any third party (e.g. bomb threats, bank robberies), as well as other events beyond the Banks control (e.g. strike, moratorium, power cut, malfunction of communication lines, etc.), or losses caused by the activity of the state authorities.

23.

SETTLEMENT OF DISPUTES

23.1

Any dispute arising between the Bank and the Customer is to be tried to settle on the spot immediately.

23.2

In case it is impossible to settle the dispute on the spot, the claimant is entitled to submit to the other party a complaint in writing.

23.3

The complaint shall contain indication of the circumstances that caused the complaint and reference to the legal act or document on the basis of which the complaint is submitted. In case the Customer makes a reference in the complaint to a document not freely available to the other party and unless otherwise stipulated by the law, such document shall be enclosed with the complaint.

23.4

Disputes shall be settled by means of negotiations. If no agreement is reached during the negotiations, or in case it is not possible for the Bank and the Customer to get in touch with each other, the interested party shall submit the claim to the court or to an executive court officer.

24.

BLOCKING UP AN ACCOUNT

24.1

Blocking up an account means that making transactions with funds available on the account is partly or totally impossible.

24.2

The Bank shall block up and release a blocked account or rendered service, as a rule, at the Customers request in writing or transmitted in any other way agreed between the Bank and the Customer.

24.3

The Bank shall block up an account or rendered service at the Customers verbal request as well. In case the Bank has any doubts in the person identity, the Bank shall be entitled to neglect blocking up the Customers account or rendered service, or ask for confirmation of the request in writing to be submitted within the period of the time fixed by the Bank. In case the Customer does not submit the confirmation in writing, the Bank shall be entitled to terminate blocking up the account or rendered service.

24.4

In the cases mentioned in the previous article the Bank shall be not liable for the losses arisen in the result of not blocking up or terminated blocking up the Customers account or rendered service.

24.5

The Bank shall be entitled to block up the Customers account in the following cases:

24.5.1

if the Customer has no funds to perform his/her obligations under the Contract;

24.5.2

if the Bank receives information with documentary confirmation in regard of the decease of a private account holder;

24.5.3

if the Customer does not submit the documents asked for by the Bank or submitted documents on the representation right are contradictory or correctness of submitted documents is doubtful.

24.6

The Bank shall release the account from blocking after the circumstances having served as the reason to block up the account have lapsed.

24.7

The Bank shall not be liable for losses arisen in the result of blocking up the Customers account or rendered service.

25.

TERMINATING A PERMANENT ACCOUNT CONTRACT AND CLOSING AN ACCOUNT

25.1

A permanent account contract concluded between the Bank and the Customer shall generally be terminated and the account closed at the Customers request in writing or transmitted in any other way previously agreed on.

25.2

The Bank shall be entitled to terminate a permanent account contract unilaterally as well as close the account in case the account has not been used for any banking transactions within a year. Entries made by the Bank without any instruction from the Customer shall not be deemed banking transactions as referred to herein. The Bank shall be also entitled to terminate a permanent account contract on the basis of general provisions of the law.

25.3

In case a permanent account contract is terminated pursuant to the previous article, the Bank shall retain any funds available in the Customers account on the Banks own account and shall pay them out to the Customer at the Customers first request or shall deposit such funds with the notary public in favour of the Customer. The Bank shall not pay interests on the Customers funds left in the possession of the Bank after the permanent account contract is terminated and the account closed.

25.4

Closing of an account shall serve as the basis for terminating all other agreements related to this account and for expiring of all obligations arising from these agreements.

25.5

The Bank shall, before closing an account, transfer any due interests to the Customers account and shall withhold any service charges and the Customers arrears receivable by the Bank, and shall pay out the remain to the Customer or to the third party designated by him/her, or shall transfer such money to the account indicated by the Customer.

25.6

In case of decease of any individual person, the Bank shall close his/her account after making the payments subject to documents certifying the right of inheritance by the law.

25.7

A closed account shall not be reopened.

26.

ATTACHMENT OF ACCOUNT

26.1

Attachment of the Customers account may happen only pursuant to the procedure prescribed by the law.

26.2

The Bank shall release the Customers account from attachment on the basis of the resolutions made by the body that issued the attachment decision, decree or order.

27.

TERMINATION OF CONTRACT ON BEHALF OF THE BANK

27.1

The Bank shall be entitled to immediate termination of a Contract unilaterally, if the Customer intentionally and substantially violates the obligation under the Contract. Within the meaning of the present article the following is considered a substantial violation of the Customers obligations:

27.1.1

Individual person or legal entity related to him/her has submitted to the Bank or the legal entity of the same consolidated group wrong or deficient data or documents or refuses to submit required data or documents;

27.1.2

Individual person or legal entity related to him/her has not submitted to the Bank or to the legal entity of the same consolidated group sufficient requested data or documents to identify his/her person or confirm legal origin of the funds or/and property or serious suspicion in money laundering have arisen in regard of the person.

27.1.3

Individual person or legal entity related to him/her has got arrears payable to the Bank or to the legal entity of the same consolidated group;

27.1.4

Action of individual person or legal entity related to him/her has resulted in losses for the Bank or to the legal entity of the same consolidated group or might cause danger for such losses to arise;

27.1.5

For any other reason resulting from the law, juridical one in particular, for instance, limited or total absence of ability to act, contradiction in the representation right or its lack.

Approved by the Managing Board of Tallinn Aripank on November 28, 2002.