Common use of COMPLETION AND SETTLEMENT Clause in Contracts

COMPLETION AND SETTLEMENT. 4.1 Completion of the sale and purchase of the Sale Shares shall take place at 2516-2520, Two Pxxxxxx Xxxxx, 00 Xxxxxxxxx, XxxxXxxx, or such other place as agreed in writing between the Seller and the Purchasers. 4.2 Completion of the sale and purchase of the Sale Shares shall take place in one (1) installment. It shall take place at 10:00 a.m. on November 15, 2013 or such other date as agreed in writing between the Seller and the Purchasers (the "Payment Date"). 4.3 The sale and purchase of the Sale Shares shall be completed by the due execution and delivery by the Seller, on the Payment Date, of (a) original instruments of transfer in favor of the Purchasers of the number of Sale Shares to be sold by the Seller on such date substantially in the form attached hereto as Exhibit A and such other documents as are required under the laws of the Cayman Islands in order to effect such transfer and (b) original share certificates evidencing the Sale Shares to be sold to each Purchaser under this Agreement. In addition, if requested by the Purchasers, the Seller shall request the Company to issue to the Purchasers share certificate(s) representing the shares that are being transferred pursuant to such instruments of transfer. 4.4 On the Payment Date, the Purchasers shall make or procure the making of payment to the Seller the Purchase Price based on the allocation provided in Clause 3.1. 4.5 If a Purchaser or Founder shall have failed to make any payment with respect to any payment obligation set out in this Agreement on its due date, interest shall accrue on the total aggregate amount owed by such Purchaser or Founder (as applicable) to the Seller from the due date up to the date of actual receipt by the Seller of such payment at a rate equal to 16% per annum. Any interest accruing under this Clause 4.5 shall be immediately payable by such Purchaser or Founder (as applicable) on demand by the Seller. 4.6 If a Purchaser shall have failed to make payment with respect to payment obligation set out in this Agreement on its due date, and such failure shall continue for a period of more than thirty (30) calendar days, then such Purchaser shall be liable to pay to the Seller liquidated damages in United States Dollars in an amount equal to the difference, if positive, of the amount of the Purchase Price outstanding minus (x) in the event the Seller shall have sold a portion of the Sale Shares to a third party, the aggregate consideration received by the Seller in connection therewith or (y) in the event the seller shall not have sold a portion of the Sale Shares to a third party because the seller have determined at their reasonable discretion that it is not commercially practicable to sell such Sale Shares, fair market value of such Sale Shares on the date of such determination (the "Liquidated Damages"). The Liquidated Damages shall be immediately payable by such Purchaser on demand by the seller. 4.7 For the avoidance of doubt, the Founders are parties to this Agreement solely with respect to Clauses 3.3, 4.5, 5.2 and 6 and each Founder hereby agrees that he shall be responsible for any breach of his obligations thereunder and shall indemnify the seller for any loss or damage resulting from such breach. 4.8 Unless otherwise instructed by the seller in writing, the Purchasers shall make all payments under this Agreement to the Seller's bank account as set out below: For amounts payable to seller Name of Beneficiary’s Bank US Bank NA ABA of Beneficiary's Bank 000000000 Swift code of Beneficiary’s Bank UXXXXX00XXX Address of Beneficiary's Bank 60 Xxxxxxxxxx Xxx, St. Pxxx, MN, USA Account Number at Beneficiary’s Bank 173103781832 Beneficiary’s Name ITC South & East Depository Account Address of Beneficiary Uxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxx Gxxxxx Town, Grand Cayman Cayman Islands For Further Credit Account Number 6728007094 For Further Credit Account Name SB Asia infrastructure Fund LP Message Lxxx Xxxxxxxx

COMPLETION AND SETTLEMENT. 4.1 Completion of the sale and purchase of the Sale Shares shall take place at 2516-2520the offices of Skadden, Two Pxxxxxx XxxxxArps, 00 XxxxxxxxxSlate, XxxxXxxxMxxxxxx & Fxxx XXX, 00/X, Xxxxxxxxx Tower, The Landmark, 10 Xxxxx'x Xxxx Xxxxxxx, Xxxx Xxxx, or such other place as agreed in writing between the Seller Sellers and the Purchasers. 4.2 Completion of the sale and purchase of the Sale Shares shall take place in one (1) installment. It shall take place at 10:00 a.m. on November 15, 2013 or such other date as agreed in writing between the Seller Sellers and the Purchasers (the "Payment Date"). 4.3 The sale and purchase of the Sale Shares shall be completed by the due execution and delivery by the each Seller, on the Payment Date, of (a) original instruments of transfer in favor of the Purchasers of the number of Sale Shares to be sold by the such Seller on such date substantially in the form attached hereto as Exhibit A and such other documents as are required under the laws of the Cayman Islands in order to effect such transfer and (b) original share certificates evidencing the Sale Shares to be sold to each Purchaser under this Agreement. In addition, if requested by the Purchasers, the Seller Sellers shall request the Company to issue to the Purchasers share certificate(s) representing the shares that are being transferred pursuant to such instruments of transfer. 4.4 On the Payment Date, the Purchasers shall make or procure the making of payment to the each Seller the Purchase Price based on the allocation provided in Clause 3.1. 4.5 If a Purchaser or Founder shall have failed to make any payment with respect to any payment obligation set out in this Agreement on its due date, interest shall accrue on the total aggregate amount owed by such Purchaser or Founder (as applicable) to the Seller Sellers from the due date up to the date of actual receipt by the Seller Sellers of such payment at a rate equal to 16% per annum. Any interest accruing under this Clause 4.5 shall be immediately payable by such Purchaser or Founder (as applicable) on demand by the SellerSellers. 4.6 If a Purchaser shall have failed to make payment with respect to payment obligation set out in this Agreement on its due date, and such failure shall continue for a period of more than thirty (30) calendar days, then such Purchaser shall be liable to pay to the Seller Sellers liquidated damages in United States Dollars in an amount equal to the difference, if positive, of the amount of the Purchase Price outstanding minus (x) in the event the Seller Sellers shall have sold a portion of the Sale Shares to a third party, the aggregate consideration received by the Seller Sellers in connection therewith or (y) in the event the seller Sellers shall not have sold a portion of the Sale Shares to a third party because the seller Sellers have determined at their reasonable discretion that it is not commercially practicable to sell such Sale Shares, fair market value of such Sale Shares on the date of such determination (the "Liquidated Damages"). The Liquidated Damages shall be immediately payable by such Purchaser on demand by the sellerSellers. 4.7 Simultaneously with the Completion and the receipt in full by the Sellers of the Purchase Price, the Sellers' nominee on the Company's board of directors shall resign from the board of directors. 4.8 For the avoidance of doubt, the Founders are parties to this Agreement solely with respect to Clauses 3.3, 4.5, 5.2 and 6 and each Founder hereby agrees that he shall be responsible for any breach of his obligations thereunder and shall indemnify the seller Sellers for any loss or damage resulting from such breach. 4.8 4.9 Unless otherwise instructed by the seller Sellers in writing, the Purchasers shall make all payments under this Agreement to the Seller's bank account as set out below: For amounts payable to seller Name of Beneficiary’s CIPEF IV: Beneficiary Bank: JPMorgan Chase Bank US N.A. 400 Xxxxxxx Xxx Xxx Xxxx, XX 00000 ABA Number: 021 000 021 SWIFT BIC ID: CXXXXX00 Account Name: CIPEF IV LP Account Number: 771049905 For amounts payable to CGPE IV: Beneficiary Bank: JPMorgan Chase Bank NA N.A. 400 Xxxxxxx Xxx Xxx Xxxx, XX 00000 ABA of Beneficiary's Bank 000000000 Swift code of Beneficiary’s Bank UXXXXX00XXX Address of Beneficiary's Bank 60 Xxxxxxxxxx Xxx, St. Pxxx, MN, USA Number: 021 000 021 SWIFT BIC ID: CXXXXX00 Account Number at Beneficiary’s Bank 173103781832 Beneficiary’s Name ITC South & East Depository Name: GPE IV LP Account Address of Beneficiary Uxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxx Gxxxxx Town, Grand Cayman Cayman Islands For Further Credit Account Number 6728007094 For Further Credit Account Name SB Asia infrastructure Fund LP Message Lxxx XxxxxxxxNumber: 771049913

COMPLETION AND SETTLEMENT. 4.1 Completion of the sale and purchase of the Sale Shares shall take place at 2516-2520, Two Pxxxxxx Xxxxxxx Xxxxx, 00 Xxxxxxxxx, XxxxXxxx, or such other place as agreed in writing between the Seller and the Purchasers. 4.2 Completion of the sale and purchase of the Sale Shares shall take place in one (1) installment. It shall take place at 10:00 a.m. on November 15, 2013 or such other date as agreed in writing between the Seller and the Purchasers (the "“Payment Date"”). 4.3 The sale and purchase of the Sale Shares shall be completed by the due execution and delivery by the Seller, on the Payment Date, of (a) original instruments of transfer in favor of the Purchasers of the number of Sale Shares to be sold by the Seller on such date substantially in the form attached hereto as Exhibit A and such other documents as are required under the laws of the Cayman Islands in order to effect such transfer and (b) original share certificates evidencing the Sale Shares to be sold to each Purchaser under this Agreement. In addition, if requested by the Purchasers, the Seller shall request the Company to issue to the Purchasers share certificate(s) representing the shares that are being transferred pursuant to such instruments of transfer. 4.4 On the Payment Date, the Purchasers shall make or procure the making of payment to the Seller the Purchase Price based on the allocation provided in Clause 3.1. 4.5 If a Purchaser or Founder shall have failed to make any payment with respect to any payment obligation set out in this Agreement on its due date, interest shall accrue on the total aggregate amount owed by such Purchaser or Founder (as applicable) to the Seller from the due date up to the date of actual receipt by the Seller of such payment at a rate equal to 16% per annum. Any interest accruing under this Clause 4.5 shall be immediately payable by such Purchaser or Founder (as applicable) on demand by the Seller. 4.6 If a Purchaser shall have failed to make payment with respect to payment obligation set out in this Agreement on its due date, and such failure shall continue for a period of more than thirty (30) calendar days, then such Purchaser shall be liable to pay to the Seller liquidated damages in United States Dollars in an amount equal to the difference, if positive, of the amount of the Purchase Price outstanding minus (x) in the event the Seller shall have sold a portion of the Sale Shares to a third party, the aggregate consideration received by the Seller in connection therewith or (y) in the event the seller shall not have sold a portion of the Sale Shares to a third party because the seller have determined at their reasonable discretion that it is not commercially practicable to sell such Sale Shares, fair market value of such Sale Shares on the date of such determination (the "“Liquidated Damages"”). The Liquidated Damages shall be immediately payable by such Purchaser on demand by the seller. 4.7 For the avoidance of doubt, the Founders are parties to this Agreement solely with respect to Clauses 3.3, 4.5, 5.2 and 6 and each Founder hereby agrees that he shall be responsible for any breach of his obligations thereunder and shall indemnify the seller for any loss or damage resulting from such breach. 4.8 Unless otherwise instructed by the seller in writing, the Purchasers shall make all payments under this Agreement to the Seller's ’s bank account as set out below: For amounts payable to seller Name of Beneficiary’s Bank US Bank NA ABA of Beneficiary's ’s Bank 000000000 Swift code of Beneficiary’s Bank UXXXXX00XXX XXXXXX00XXX Address of Beneficiary's ’s Bank 60 00 Xxxxxxxxxx Xxx, St. PxxxXxxx, MN, USA Account Number at Beneficiary’s Bank 173103781832 Beneficiary’s Name ITC South & East Depository Account Address of Beneficiary Uxxxxx Xxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxx Gxxxxx Xxxxxx Town, Grand Cayman Cayman Islands For Further Credit Account Number 6728007094 For Further Credit Account Name SB Asia infrastructure Fund LP Message Lxxx Xxxx Xxxxxxxx