Common use of Preparation of Completion Accounts Clause in Contracts

Preparation of Completion Accounts. 2.1 The Buyer shall prepare and deliver to the Institutional Sellers’ Representative and the Sellers’ Representative the Draft Completion Accounts within 45 Business Days of Completion. 2.2 The Warrantors shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts, the Draft Completion Accounts shall become the Completion Accounts and shall become final and binding on the parties for the purpose of this agreement. 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5. 2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its own costs in respect of the negotiation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The Buyer shall use its reasonable endeavours to procure that the Buyer’s Accountants prepare and deliver to the Institutional Sellers’ Representative and the Sellers’ Representative the Draft Completion Accounts within 45 Business Days of Completionas soon as reasonably practical after the Completion Date and in any event not later than 28 days thereafter. 2.2 The Warrantors Sellers shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. Subject to the preparation of the Draft Completion Accounts in accordance with paragraph 2.1, the Buyer shall deliver a copy of the Draft Completion Accounts to the Sellers’ Accountants no later than 35 days after the Completion Date. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative Sellers shall ensure that, within 20 Business Days 7 days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and Accountants, the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall Accountants submit to the Buyer and the Buyer’s Accountants a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative Accountants agree the Draft Completion Accounts, the parties shall ensure that the Buyer’s Accountants and the Sellers’ Accountants certify the Draft Completion Accounts shall become as being the Completion Accounts within 10 days of the Buyer’s Accountants receiving the report of the Sellers’ Accountants, and the Completion Accounts shall then become final and binding on the parties for the purpose of this agreement. 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative Accountants disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative parties shall endeavour to agree any matter in dispute with the Buyerdispute. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative Accountants and the Sellers’ Representative Accountants shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days 21 days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative Accountants to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5Expert. 2.7 The Save as provided in paragraph 3, the Buyer and the Sellers shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its and pay their own costs incurred in respect of connection with the negotiation preparation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 4.1. Prior to the date of this Agreement, a copy of each of the Management Accounts and the Pro Forma Accounts prepared by the Company has been provided by the Company to the Vendor and the Purchaser. 4.2. The Buyer Vendor shall, at its own cost and expense, prepare the Completion Accounts in accordance with Clause 4.3. The draft of the Completion Accounts shall prepare be delivered by the Vendor to the Purchaser no later than seven (7) Business Days after the Completion Date. Both the Vendor and Purchaser shall use all their respective reasonable endeavours to agree on the Completion Accounts within five (5) Business Days after the draft of the Completion Accounts has been provided by the Vendor to the Purchaser, and such Completion Accounts if so agreed between the Vendor and the Purchaser (the “Agreed Completion Accounts”) shall be used for determining the NAV Difference. The Purchaser shall deliver to the Institutional Sellers’ Representative and the Sellers’ Representative the Draft Completion Accounts within 45 Business Days of Completion. 2.2 The Warrantors shall give such assistance and access to information Vendor a certified copy (certified as the Buyer and, if required true by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery one of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance then directors of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If Company) of the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Agreed Completion Accounts, if the Draft Completion Accounts shall become same is requested by the Completion Accounts and shall become final and binding on the parties Stamp Office for the purpose of this agreementassessment of the stamp duty payable on the sale and purchase of the Sale Shares and/or the assignment of the Sale Loan, within three (3) Business Days after receiving such request. 2.5 If 4.3. In the Institutional Sellers’ Representative event that the Vendor and the Sellers’ Representative disagree Purchaser are unable to agree on the Completion Accounts in accordance with Clause 4.2, either the Draft Vendor or the Purchaser may, by a written notification to the other Party on or before the tenth (10th) Business Day after the draft Completion AccountsAccounts are delivered to the Purchaser, request that the Completion Accounts shall be audited (such requesting party, the Institutional Sellers’ Representative “Requesting Party”). The Requesting Party shall procure that the Completion Accounts be audited by the Auditors and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft that such audited Completion Accounts (subject the “Final Completion Accounts”) be delivered to any amendment agreed between the partiesVendor and the Purchaser within sixty (60) as being days from the aforesaid notification. The Final Completion Accounts and they shall become final shall, in the absence of manifest error, be conclusive and binding on the parties Parties for the purpose of this agreement. 2.6 If determining the parties are unable to resolve any disagreement within seven Business Days NAV Difference. The costs and expenses of the delivery Auditors in relation to the preparation and audit of the report of Final Completion Accounts shall be borne by the Institutional Sellers’ Representative Vendor and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert Purchaser in accordance with Schedule 5equal shares. 2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its own costs in respect of the negotiation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 1.1 The Buyer shall prepare procure that a draft of the Completion Accounts (the “Draft Completion Accounts”) is prepared in accordance with paragraphs 4, 5 and deliver 6 and delivered to the Institutional Sellers’ Representative Seller within 50 Business Days following Completion. 1.2 To enable the Seller to review the Draft Completion Accounts, the Buyer shall keep up-to-date, and grant to the Seller and its Representatives reasonable access at reasonable times and on reasonable notice to, (i) the books and records of the Group held by the Group and the SellersMoranbah North Entities, and (ii) any other information of the Group which may reasonably be required to enable them to review the Draft Completion Accounts, including reasonable access to premises of the Group and the Moranbah North Entities. The Seller and its Representatives will have the right to take copies of any documents that they reasonably require and will be provided with such access to the relevant personnel of the Group as they reasonably require to enable them to review the Draft Completion Accounts. If an Objection Notice is served in accordance with paragraph 1.3 the Seller’s and their Representatives’ Representative access and ability to take copies of documents under this paragraph 1.2 will be extended until the Completion Accounts are determined in accordance with this Schedule 9. 1.3 The Seller shall notify the Buyer within 50 Business Days after receiving the Draft Completion Accounts within 45 Business Days if it: (a) accepts the Draft Completion Accounts for the purposes of Completionthis Deed; or (b) does not accept the Draft Completion Accounts in which case the Seller will notify the Buyer of (i) the items in the Draft Completion Accounts which the Seller disputes; (ii) reasonable detail regarding the basis upon which the Seller disputes such items; and (iii) the adjustment and / or the replacement item that the Seller would propose (such matters in this sub-paragraph (b) together being the “Objection Notice”). 2.2 1.4 To enable the Buyer to prepare the Draft Completion Accounts, the Seller shall keep up-to-date, and grant to the Buyer and its Representatives reasonable access at reasonable times and on reasonable notice to, the books and records held by the Seller or a Seller’s Affiliate and any other information of the Group held by the Seller or a Seller’s Affiliate which may reasonably be required to enable them to prepare the Draft Completion Accounts. The Warrantors shall give such assistance Buyer and its Representatives will have the right to take copies of any documents that they reasonably require and will be provided with access to information the relevant personnel of the Seller or a Seller’s Affiliate as the Buyer and, if required by the Buyer, the Buyer’s Accountants may they reasonably require to enable them to prepare the Draft Completion Accounts. 1.5 If the Seller is satisfied with the Draft Completion Accounts (either as originally submitted by the Buyer or after adjustments agreed between the Seller and the Buyer) or if the Seller fails to notify the Buyer through delivery of an Objection Notice within the 50-Business Day period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts1.3, the Draft Completion Accounts shall become (incorporating any agreed adjustments) will constitute the “Completion Accounts Accounts” for the purposes of this Deed and shall become will be final and binding on the parties for the purpose of this agreement. 2.5 If the Institutional Sellers’ Representative Seller and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5. 2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its own costs in respect of the negotiation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The Buyer (a) As soon as practicable after the Closing Date, the Sellers shall cause Ciena to prepare as of the close of business on the Closing Date a balance sheet and deliver profit and loss statement for the period from the day immediately following December 31, 2007, through the Closing Date (the “Completion Accounts”) and shall cause NetSol to receive a copy as soon as practicable after such date. (b) Unless within 10 Business Days after receipt of the Completion Accounts NetSol notifies the Sellers in writing of any disagreement or difference of opinion relating to the Institutional Sellers’ Representative Completion Accounts, the parties shall be deemed to have accepted such accounts as final and the Sellers’ Representative the Draft Completion Accounts within 45 Business Days of Completionbinding. 2.2 The Warrantors shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts (c) If within the period referred of 10 Business Days, NetSol notifies the Sellers of any disagreement or difference of opinion relating to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative the Completion Accounts (the “Notice of Disagreement”) NetSol and the Sellers’ Representative shall ensure that, Sellers will negotiate in good faith to agree to the Completion Accounts and if they are able to resolve such disagreement or difference of opinion within 20 Business Days starting on the day after delivery of the Draft date of service of the Notice of Disagreement, the parties shall be deemed to have accepted such Completion Accounts as final and binding. (d) If the Sellers and NetSol are unable to reach agreement within 20 Business Days of the date of service of the Notice of Disagreement, the matter in dispute shall be referred to the Institutional Sellers’ Representative decision of an independent certified public accountant (“Independent Accountant”) to be appointed by joint nomination by agreement of Sellers and NetSol, but in default of such joint nomination by agreement between NetSol’s auditor and Ciena’s accountant within 30 Business Days following the Sellers’ Representative, date of service of the Institutional Sellers’ Representative and the Sellers’ Representative Notice of Disagreement to such accountants. (e) The Independent Accountant shall submit act as an arbitrator subject to the Buyer a report stating whether or not they agree with the Completion Accounts terms and conditions of Section 11.13, below, and his decision shall (and in the case absence of disagreement, the areas of dispute). The Buyer shall manifest error) be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts, the Draft Completion Accounts shall become the Completion Accounts and shall become final and binding on Sellers and NetSol for all the parties for the purpose purposes of this agreement. 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the BuyerAgreement. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf The cost of the Buyer) and Independent Accountant shall be borne by Sellers, except if the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days finding of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative Independent Accountant results in an adjustment to the Buyer andamount proposed by NetSol in an amount greater than 10%, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5. 2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each Independent Accountant shall be apportioned between the Sellers and NetSol as the Independent Accountant shall decide but each party shall be responsible for its own costs in respect of presenting its case to the negotiation and agreement of the Draft Completion Accounts and the Completion AccountsIndependent Accountant.

Preparation of Completion Accounts. 2.1 The Buyer shall prepare and deliver use its reasonable endeavours to procure that the Institutional Sellers’ Representative and the Sellers’ Representative Buyer’s Accountant prepares the Draft Completion Accounts within 45 Business Days of Completionas soon as reasonably practical after the Completion Date and in any event not later than 28 days thereafter. 2.2 The Warrantors Sellers shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants Accountant may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 Subject to the preparation of the Draft Completion Accounts in accordance with paragraph 2.1, the Buyer shall deliver a copy of the Draft Completion Accounts to the Seller’s Accountant not later than 35 days after the Completion Date. 2.4 The Institutional Sellers’ Representative and the Sellers’ Representative Sellers shall ensure that, that within 20 Business Days 14 days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ RepresentativeSeller’s Accountant, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit Seller’s Accountant submits to the Buyer and the Buyer’s Accountant a report stating whether or not they agree with the Draft Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative agree Seller’s Accountant agrees the Draft Completion Accounts, then the parties shall ensure that the Buyer’s Accountant and the Seller’s Accountant certify the Draft Completion Accounts shall become as being the Completion Accounts within 7 days of the Buyer’s Accountant receiving the report of the Seller’s Accountant and the Completion Accounts shall then become final and binding on the parties for the purpose of this agreement. 2.5 2.6 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree Seller’s Accountant disagrees with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative parties shall endeavour to agree any matter in dispute with the Buyerdispute. If the matter in dispute is resolved by agreement between the parties, parties then the Buyer (or parties shall ensure that the Buyer’s Accountants, on behalf of the Buyer) Accountant and the Institutional Sellers’ Representative and the Sellers’ Representative shall Seller’s Accountant certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts within 7 days of the agreement by the parties and they shall become final and binding on the parties for the purpose of this agreement. 2.6 2.7 If the parties are unable to resolve any disagreement within seven Business Days 14 days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative Seller’s Accountant to the Buyer and, if required by the Buyer, the Buyer’s AccountantsAccountant, the disagreement shall be referred to an Expert in accordance with Schedule 5Expert. 2.7 The 2.8 Save as provided in paragraph 3 of this Schedule 6, the Buyer and the Sellers shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its and pay their own costs incurred in respect of connection with the negotiation preparation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The Buyer (a) As soon as practicable after the Closing Date, the Sellers' Representative shall cause McCue to prepare as of the cxxxx of business on the Closing Date a balance sheet and deliver profit and loss statement for the period from the day immediately following December 31, 2005, through the Closing Date (the "Completion Accounts") and shall cause NetSol to receive a copy as soon as practicable after such date. (b) Unless within 10 Business Days after receipt of the Completion Accounts NetSol notifies the Sellers' Representative in writing of any disagreement or difference of opinion relating to the Institutional Completion Accounts, the parties shall be deemed to have accepted such accounts as final and binding. (c) If within the period of 10 Business Days, NetSol notifies the Sellers’ ' Representative of any disagreement or difference of opinion relating to the Completion Accounts (the "Notice of Disagreement") NetSol and the Sellers’ ' Representative will negotiate in good faith to agree to the Draft Completion Accounts within 45 Business Days and if they are able to resolve such disagreement or difference of Completion. 2.2 The Warrantors shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, opinion within 20 Business Days starting on the day after delivery of the Draft date of service of the Notice of Disagreement, the parties shall be deemed to have accepted such Completion Accounts as final and binding. (d) If the Sellers' Representative and NetSol are unable to reach agreement within 20 Business Days of the date of service of the Notice of Disagreement, the matter in dispute shall be referred to the Institutional decision of an independent certified public accountant ("Independent Accountant") to be appointed by joint nomination by agreement of Sellers’ ' Representative and NetSol, but in default of such joint nomination by agreement between NetSol's auditor and McCue's accountant within 30 Xxxxxxss Days following the Sellers’ Representative, date of service of the Institutional Sellers’ Representative Notice of Disagreement to such accountants. (e) The Independent Accountant shall act as an expert and the Sellers’ Representative not as an arbitrator and his decision shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case absence of disagreement, the areas of dispute). The Buyer shall manifest error) be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts, the Draft Completion Accounts shall become the Completion Accounts and shall become final and binding on Sellers and NetSol for all the parties for the purpose purposes of this agreement. 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the BuyerAgreement. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf The cost of the Buyer) and Independent Accountant shall be borne by Sellers, except if the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days finding of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative Independent Accountant results in an adjustment to the Buyer andamount proposed by NetSol in an amount greater than 10%, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5. 2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each Independent Accountant shall be apportioned between the Sellers and NetSol as the Independent Accountant shall decide but each party shall be responsible for its own costs in respect of presenting its case to the negotiation and agreement of the Draft Completion Accounts and the Completion AccountsIndependent Accountant.

Preparation of Completion Accounts. 2.1 3.1 The Buyer shall prepare the draft Completion Accounts and deliver the draft Completion Statement in good faith and in accordance with the Accounting Policies (the "Draft Documents"). The Seller shall, and shall use its reasonable endeavours to procure that the Seller's Accountants and any current or former auditors of the Group shall, provide to the Institutional Sellers’ Representative Buyer and the Sellers’ Representative Buyer's Accountants all reasonable assistance to prepare the Draft Completion Accounts Documents, including access to books and records and calculations as may be reasonably requested by the Buyer and the Buyer's Accountants. 3.2 The Buyer shall deliver the Draft Documents to the Seller and the Seller's Accountants within 45 Business Days of following Completion. 2.2 3.3 The Warrantors Buyer shall, and shall give such use its reasonable endeavours to procure that the Buyer's Accountants shall, provide to the Seller and the Seller's Accountants all reasonable assistance and for the Seller's review of the Draft Documents, including access to information all books and records, relevant employees, calculations and working papers and providing electronic copies as may reasonably be requested by the Seller or the Seller's Accountants. 3.4 The Seller or the Seller's Accountants shall notify the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, writing within 20 Business Days starting on the day after delivery of receipt of the Draft Documents (such period being the "Review Period") stating whether the Seller disputes that the Draft Documents were prepared in accordance with this Agreement and, if they do so dispute, such written notification shall give reasonable details of each matter or item in dispute and any adjustments (including an estimated quantification of such adjustments) which, in the opinion of the Seller or the Seller's Accountants, should be made and a summary of the reasons for such adjustments (the "Disputed Details"). 3.5 If, during the Review Period, the Seller: (a) serves a written notice on the Buyer confirming its agreement with the Draft Documents, such Draft Documents shall comprise the Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ RepresentativeCompletion Statement for the purposes of this Agreement; or 11/66881024_3451 (b) does not serve a notice of the Disputed Details, the Institutional Sellers’ Representative Draft Documents shall, with effect from expiry of the Review Period, comprise the Completion Accounts and the Sellers’ Representative Completion Statement for the purposes of this Agreement and shall be binding and final on the Parties. 3.6 If the Seller serve a notice of the Disputed Details on the Buyer pursuant to paragraph 3.4 of this Schedule 3, then within 20 Business Days from the date of the Buyer's receipt of the Disputed Details, the Buyer may (but shall not be obliged to) submit to the Seller written notification giving reasonable details of its response to the Disputed Details (the "Buyer a report stating whether or not they agree with the Completion Accounts (and in Dispute Response"). In the case of disagreement, the areas of dispute). The Seller and the Buyer shall be entitled meet and discuss the Disputed Details and the Buyer Dispute Response with a view to share any such report with and enlist the assistance reaching agreement within 30 Business Days of receipt of the Buyer’s Accountants Buyer Dispute Response (or if no such response is submitted, within 20 Business Days after the end of the period during which the Buyer is permitted to submit a Buyer Dispute Response) on such adjustments (if any) to the Draft Documents as are acceptable to the Seller and the Buyer in order to review and respond to any put such reportdraft documents in final form. 2.4 3.7 If the Institutional Sellers’ Representative Seller is satisfied with the Draft Documents after any adjustments agreed between the Seller and the Sellers’ Representative agree the Buyer in accordance with paragraph 3.6 of this Schedule 3, then such Draft Completion Accounts, the Draft Completion Accounts Documents shall become comprise the Completion Accounts and Completion Statement for the purposes of this Agreement. 3.8 If the Buyer and the Seller fail for any reason to resolve any matters still in dispute either: (a) if the Buyer does not submit a Buyer Dispute Response, within 20 Business Days of receipt by the Buyer of the Disputed Details; or (b) if the Buyer submits a Buyer Dispute Response, within 20 Business Days of receipt by the Seller of the Buyer Dispute Response, either the Buyer or the Seller may, by written notice to the other, require any matters in the Disputed Details and the Buyer Dispute Response (if any) which remain in dispute to be referred to an independent accountant, who shall become final be a partner in an independent firm of internationally recognised chartered accountants (the "Expert Accountant"). 3.9 If a notice is served by either the Seller or the Buyer pursuant to paragraph 3.8 of this Schedule 3, the Seller and binding the Buyer shall use their reasonable endeavours to reach agreement regarding the identity of the person to be appointed as the Expert Accountant and to agree the terms of appointment with the Expert Accountant. Neither the Seller nor the Buyer shall unreasonably withhold its agreement to the terms of appointment proposed by the other or the Expert Accountant. 3.10 If the Seller and the Buyer fail to agree on an Expert Accountant and/or their terms of appointment within 20 Business Days of either the Seller or the Buyer serving details of the proposed Expert Accountant on the parties other, then the Seller and the Buyer shall (unless they agree otherwise) promptly make a joint application to request the President for the purpose time being of the Institute of Chartered Accountants in England and Wales to nominate the Expert Accountant and/or to agree the terms of appointment on behalf of the Seller and the Buyer (and in the absence of such joint application, either the Seller or Buyer may make a single application). In giving such direction, the Parties must instruct the President to ensure that the person selected to be the Expert Accountant: (a) is a UK-based person; 11/66881024_3452 (b) has significant experience of completion-accounts disputes; (c) is in a position to act as the Expert Accountant; and (d) is a partner in a top 10 independent firm of internationally recognised chartered accountants (other than PWC, EY or Deloitte). 3.11 In giving his decision, the Expert Accountant shall state what adjustments (if any) are necessary to the Draft Documents in order for them to have been prepared in accordance with this Agreement. Such Draft Documents shall, subject to and following any such adjustments, comprise the Completion Accounts and Completion Statement for the purposes of this agreementAgreement. 2.5 3.12 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accountsthere is a referral to an Expert Accountant, the Institutional Sellers’ Representative and the Sellers’ Representative following provisions shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, apply: (a) the Buyer (or the Buyer’s 's Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative Seller (or the Seller's Accountants) shall each prepare a written statement on the matters in dispute which, together with any relevant documents, shall be submitted to the Expert Accountant and to the other Party; (b) the Buyer and the Sellers’ Representative Seller may submit one set of written comments on the other Party's written statement to the Expert Accountant; (c) the Expert Accountant shall certify be directed to make his or her determination of the Draft Completion Accounts Final Consideration an amount that is not higher than the amount submitted by the Seller in the Disputed Details, and not lower than the amount submitted by the Buyer in the Buyer Dispute Response; (subject d) the Expert Accountant shall act as an expert and not an arbitrator and shall be directed to determine any amendment agreed dispute by reference to the Accounting Policies; (e) except if the Seller and the Buyer agree otherwise, the Expert Accountant shall be entitled: (i) to stipulate the time period within which the Parties shall prepare and submit the written statement and written comments referred to in this paragraph 3.12 (such time period to be not more than 15 Business Days) and to disregard any written statement or written comments not delivered to the Expert Accountant within the time period so stipulated; (ii) to require the Buyer and Seller and their respective accountants to attend one or more meetings and to raise enquiries of them about any matters which the Expert Accountant considers relevant; (iii) in the absence of agreement between the partiesBuyer and Seller, to determine the procedure to be followed in undertaking the expert determination, insofar as the procedure is not set out herein; and (iv) to appoint advisers (including legal advisers) if required; (f) the Buyer and the Seller shall cooperate with the Expert Accountant and use all reasonable endeavours to procure that the Expert Accountant is given all such assistance and access to documents and other information as being he or she may reasonably require in order to make his decision; 11/66881024_3453 (g) the Completion Accounts Expert Accountant shall be required to give his or her decision on matters in dispute arising out of the Disputed Details (and they the Buyer Dispute Response, if any), with written reasons for his decision, within 30 Business Days of the date of his appointment; and (h) save in the case of fraud or manifest error the decision by the Expert Accountant shall become be final and binding on the parties for the purpose of this agreementall concerned. 2.6 If the parties are unable 3.13 Subject to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer andparagraph 3.14, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5. 2.7 The Buyer each party shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its own costs in respect connection with the preparation of the negotiation and agreement of the Draft Completion Accounts and the Completion Statement. 3.14 The costs of the Expert Accountant (including the cost for his or her appointment, his expenses and the costs of any advisers to the Expert Accountant) shall be borne by the Seller and the Buyer in such proportions as the Expert Accountant shall determine in his absolute discretion (or, in the absence of any such determination, by the Seller and the Buyer in equal amounts). 3.15 For the avoidance of doubt, no provision of this paragraph 3 shall apply in relation to the Estimated Completion Accounts.. 11/00000000_3454

Preparation of Completion Accounts. 2.1 The Buyer Sellers shall use their reasonable endeavours to prepare and deliver to the Institutional Sellers’ Representative and the Sellers’ Representative the Draft Completion Accounts within 45 as soon as reasonably practical after the Completion Date and in any event not later than 30 Business Days of Completionthereafter. 2.2 The Warrantors Buyer shall give such assistance and access to information as the Buyer and, if may be reasonably required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the preparation of the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 Subject to the preparation of the Draft Completion Accounts in accordance with paragraph 2.1, the Sellers shall deliver a copy of the Draft Completion Accounts to the Buyer no later than 30 Business Days after the Completion Date. 2.4 The Institutional Sellers’ Representative and the Sellers’ Representative Buyer shall ensure that, within 20 Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ RepresentativeAccounts, the Institutional Sellers’ Representative and the Sellers’ Representative Buyer shall submit to the Buyer Sellers a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of disputedispute together with explanations and supporting documentation sufficient to allow the Sellers to review). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative agree Buyer agrees the Draft Completion Accounts, the Draft Completion Accounts shall become the Completion Accounts and shall become final and binding on the parties for the purpose of this agreement. 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall then become final and binding on the parties for the purpose of this agreement. 2.6 If the Buyer disagrees with the Draft Completion Accounts, the parties shall endeavour to agree any matter in dispute. If the matter in dispute is resolved by agreement between the parties, the Draft Completion Accounts (subject to any amendment agreed between the parties) shall become final and binding on the parties for the purpose of this agreement. 2.7 If the parties are unable to resolve any disagreement within seven 35 Business Days of the delivery of the report of the Institutional Sellers’ Representative and Buyer to the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement issues in dispute shall be referred to an Expert in accordance with Schedule 5Expert. 2.7 The 2.8 Save as provided in paragraph 3, the Buyer and the Sellers shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its and pay their own costs incurred in respect of connection with the negotiation preparation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The Buyer (a) Forthwith after Completion, the Warrantors shall prepare and deliver to provisional accounts for the Institutional Sellers’ Representative Group as at the close of business on the date of Completion and the Sellers’ Representative the Draft Completion Accounts within 45 Business Days of Completion. 2.2 The Warrantors shall give such assistance and access to information as the Buyer and, if required procure that they are audited by the Buyer, Warrantors’ Accountants or by such other accountants as may be appointed by the Warrantors and submitted to the Buyer’s Accountants may reasonably require to enable them to prepare for review within 60 days after Completion. The Warrantors shall pay the Draft Completion Accounts within charges of the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative Warrantors' Accountants and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist pay the assistance charges of the Buyer’s Accountants in order to review and respond to any such reportAccountants. 2.4 (b) If the Institutional Sellers’ Representative Warrantors shall fail to procure the preparation of accounts in accordance with clause 7.1(a), the Buyer may procure the same at the Warrantors' expense. (c) The Completion Accounts shall consist of a consolidated balance sheet for the Group as at the close of business on the date of Completion and the Sellers’ Representative agree Completion Accounts shall be prepared in accordance with the Draft principles set out in Schedule 7. (d) In conjunction with the preparation of the Completion Accounts, the Draft Warrantors’ Accountants shall also prepare a detailed reconciliation of the debtors of the Company at the date of Completion against the debtors position at the Balance Sheet Date (“Reconciliation”) (e) Unless within 30 days after receipt of the audited version of the Completion Accounts pursuant to clause 7.1(a) the Buyer’s Accountants notify the Warrantors’ Accountants in writing of any disagreement or difference of opinion relating to the Completion Accounts, the parties shall be deemed to have accepted such accounts as accurate, save in respect of the debtors position. (f) If within the period of 30 days referred to in clause 7.1(e) the Buyer’s Accountants notify the Warrantors’ Accountants of any disagreement or difference of opinion relating to the provisional Completion Accounts (Notice of Disagreement) and if they are able to resolve such disagreement or difference of opinion within 30 days of the Notice of Disagreement, the provisional Completion Accounts shall, if necessary, be amended to give effect to the agreement reached between the parties and those amended provisional Completion Accounts shall become be deemed for the purposes of this Agreement to be the provisional Completion Accounts Accounts. (g) If the Warrantors’ Accountants and the Buyer’s Accountants are unable to reach agreement within 30 days of the Notice of Disagreement, the matter in dispute shall become be referred to the decision of an independent chartered accountant (Independent Accountant) to be appointed (in default of nomination by agreement between the Warrantors and the Buyer) by the President for the time being of the Institute of Chartered Accountants in England and Wales. (h) The Independent Accountant shall act as an expert and not as an arbitrator, the Arbitration Axx 0000 shall not apply and his decision shall (in the absence of manifest error) be final and binding on the parties Warrantors and the Buyer for all the purpose purposes of this agreement. 2.5 If Agreement. The costs of the Institutional Sellers’ Representative Independent Accountant shall be apportioned between the Warrantors and the Sellers’ Representative disagree with Buyer as the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative Independent Accountant shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5. 2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each decide but each party shall be responsible for its own costs in respect of presenting its case to the Independent Accountant. (i) The Warrantors shall procure that the Warrantors’ Accountants shall give the Buyer’s Accountants unrestricted access to all their working papers (with the right to take copies) during the planning, execution and finalization of the negotiation audit and their review of the Completion Accounts at every location at which work on them is done and the Warrantors agree that the Buyer’s Accountants shall be at liberty to disclose to the Buyer any information and copies of any documents which they receive by virtue of this clause. (j) At a date 120 days after Completion the Warrantors’ Accountants shall prepare a further reconciliation of the debtors of the Company at 120 days after Completion against the debtors position at the Completion Date (“Further Reconciliation”). Any debts shown in the Further Reconciliation which were outstanding at the date of Completion shall be fully provided for (ie there shall be a deduction for such debts) in the Completion Accounts. To the extent that such debts are subsequently collected, 100% shall belong to and be paid over to the Sellers. (k) The provisions of clauses 7.1 (e) to (h) inclusive shall apply mutatis mutandis to the agreement of the Draft Further Reconciliation between the Buyer and the Warrantors save that the period of 30 days shall be replaced by a period of 10 days. (l) Upon agreement of the debtors position (whether as a result of agreement of the Buyers Accountants and the Warrantors Accountants or application of 7.1 (k)), the agreed debtors amount shall be imported into the provisional Completion Accounts and the provisional Completion AccountsAccounts shall become the Completion Accounts for the purposes of this Agreement.

Preparation of Completion Accounts. 2.1 The Buyer Sellers shall prepare and deliver use their reasonable endeavours to the Institutional Sellers’ Representative and procure that the Sellers’ Representative Accountants prepare the Draft Completion Accounts within 45 Business Days of Completionas soon as reasonably practical after the Completion Date and in any event not later than 30 days thereafter. 2.2 The Warrantors Buyer shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Sellers’ Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and Subject to the Sellers’ Representative preparation of the Draft Completion Accounts in accordance with paragraph 2.1, the Sellers shall ensure that, within 20 Business Days starting on the day after delivery deliver a copy of the Draft Completion Accounts to the Institutional Sellers’ Representative Buyer no later than 30 days after the Completion Date. 2.4 The Buyer’s Accountants shall then audit the Completion Accounts within 45 days of receipt of such Draft Completion Accounts from the Sellers and deliver the Sellers’ Representativeaudited Completion Accounts to the Buyer. 2.5 The Buyer shall then deliver the audited Completion Accounts to the Sellers for their approval. 2.6 Unless within 21 days after receipt by them of the audited Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to Seller’s Accountants notify the Buyer a report stating whether in writing of any disagreement or not they agree with difference of opinion relating to the Completion Accounts (and in the case a “Notice of disagreementDisagreement”), the areas of dispute). The Buyer parties shall be entitled deemed to share any have accepted such report with accounts as accurate and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts, the Draft Completion Accounts accounts shall become the Completion Accounts and shall become be final and binding on them. 2.7 If within the period of 21 days referred to in paragraph 2.6, the Seller’s Accountants deliver a Notice of Disagreement but the Buyer and the Sellers are able to resolve such disagreement or difference of opinion within 21 days of the Notice of Disagreement, the parties for the purpose of this agreement. 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree shall be deemed to have accepted such accounts (with the Draft Completion Accountssuch amendments, the Institutional Sellers’ Representative and the Sellers’ Representative if any, as shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement have been agreed between the parties, the Buyer (or the Buyer’s Accountants, on behalf of Sellers and the Buyer) as accurate and the Institutional Sellers’ Representative and the Sellers’ Representative such accounts shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become be final and binding on the parties for the purpose of this agreementthem. 2.6 2.8 If the parties are unable to resolve any disagreement reach agreement within seven Business Days 21 days of the delivery of the report Notice of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s AccountantsDisagreement, the disagreement shall be referred to the decision of an Expert independent chartered accountant (the “Independent Accountant”) to be appointed (in accordance with Schedule 5default of nomination by agreement between the Sellers and the Buyer within 7 days of expiry of the 21 day period following the delivery of the Notice of Disagreement) by the President for the time being of the Institute of Chartered Accountants in England and Wales. 2.7 2.9 The Independent Accountant shall act as an expert and not as an arbitrator, the Arbitration Axx 0000 shall not apply and his decision shall (in the absence of manifest error) be final and binding on the Sellers and the Buyer shall bear the for all purposes of this Agreement. The costs of preparation the Independent Accountant shall be apportioned between the Sellers and the Buyer as the Independent Account shall in its absolute discretion direct or in default of such direction as to one-half by the Draft Completion Accounts. Each Sellers and as to the other half by the Buyer but each party shall be responsible for its own costs of presenting its case to the Independent Accountant. 2.10 Each party shall, with reasonable promptness, supply each other and the Independent Accountant (if so required) with all information and give each other access to all documentation, including the Sellers working papers, and personnel as each other reasonably requires to make a submission under this paragraph 2. 2.11 Save as provided in respect of paragraph 2.9, the negotiation Buyer and the Sellers shall bear and pay their own costs incurred in connection with the preparation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The Buyer Seller shall prepare and deliver to the Institutional Sellers’ Representative and procure that the Sellers’ Representative Accountants prepare the Draft Completion Accounts within 45 Business Days of Completionas soon as reasonably practical after the Completion Date and in any event not later than 28 days thereafter. 2.2 The Warrantors Buyer shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Sellers’ Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1.. 2.3 Subject to the preparation of the Draft Completion Accounts in accordance with paragraph 2.1, the Sellers shall deliver a copy of the Draft Completion Accounts to the Buyer no later than 28 days after the Completion Date. 2.3 2.4 The Institutional Sellers’ Representative and the Sellers’ Representative Buyer shall ensure that, within 20 Business Days 21 days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative Buyer, the Buyer shall submit to the Sellers and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer Accountants a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative agree Buyer agrees the Draft Completion Accounts, the parties shall ensure that the Buyer´ and the Sellers´ Accountants certify the Draft Completion Accounts shall become as being the Completion Accounts within 14 days of the Sellers’ Accountants receiving the report of the Buyer and the Completion Accounts shall then become final and binding on the parties for the purpose of this agreement. 2.5 2.6 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree Buyer disagrees with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative parties shall endeavour to agree any matter in dispute with the Buyerdispute. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative ´ Accountants shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 2.7 If the parties are unable to resolve any disagreement within seven Business Days 28 days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5Expert. 2.7 The 2.8 Save as provided in paragraph 3 and that the prepared and reasonably incurred costs of the Sellers pursuant to this clause 2 (but not any cost pursuant to clause 3) shall be payable by Clamonta (up to £10,000 excluding VAT of the Sellers’ accountants will be borne by Clamonta subject to a provision to the same as an accrual in the Completion Accounts but not included in the Completion Liabilities with any excess over £10,000 plus VAT being treated as one of the Completion Liabilities) the Buyer and the Sellers shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its and pay their own costs incurred in respect of connection with the negotiation preparation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The Buyer Purchaser shall procure that the Firm conduct and complete an audit of the accounts of the Target, prepared in accordance with the accounting standards and policies set out in Part C of this Schedule 4 as at the Completion Accounts Date, and prepare and deliver issue the audited initial completion accounts (the Initial Completion Accounts), which shall: (a) present the adjusted net asset value of the Target as at the Completion Accounts Date; (b) be presented in Hong Kong dollars; and (c) in the form set out in Part D of this Schedule 4. The Initial Completion Accounts shall be provided by the Firm to the Institutional Sellers’ Representative Parties within 60 Business Days (or such longer period of time as agreed by the Parties) after Closing. The Parties shall review the Initial Completion Accounts and notify the Sellers’ Representative other Parties in writing of its agreement, or if the Draft Sellers or the Purchaser (as the case may be) do not agree with the Initial Completion Accounts, notify the other Parties of the grounds of disagreement to the Initial Completion Accounts within 45 Business Days 14 days of Completion. 2.2 The Warrantors shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery receipt of the Draft Initial Completion Accounts to Accounts. If the Institutional Sellers’ Representative and Sellers or the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or Purchaser do not they agree with the Initial Completion Accounts and have served a notice in writing to the other Parties notifying the ground of disagreement (and the Notice), the Parties shall negotiate in good faith to reach agreement on the matters set out in the case Notice within 14 days (or such longer period of disagreementtime as agreed by the Parties) of the receipt of that Notice, failing which, the areas of dispute)procedures set out in paragraph 5 below shall apply. The Buyer shall Only one Notice may be entitled to share any such report with issued by the Purchaser and enlist only one Notice may be issued jointly by the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 Sellers. If the Institutional Sellers’ Representative and Parties reach agreement on the Sellers’ Representative agree the Draft Initial Completion Accounts, the Draft Initial Completion Accounts shall become the Completion Accounts and shall become final and binding on the parties for the purpose of this agreement. 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved (as amended by agreement between the parties, the Buyer Parties (or the Buyer’s Accountants, on behalf of the Buyerif any)) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being constitute the Completion Accounts and they shall become final and binding on the parties for the purpose purposes of this agreementAgreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5. 2.7 The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its own costs in respect of the negotiation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The Buyer Warrantors shall use their reasonable endeavours to prepare and deliver to the Institutional Sellers’ Representative and the Sellers’ Representative the Draft Completion Accounts within 45 as soon as reasonably practical after the Completion Date and in any event not later than fifteen Business Days of Completionthereafter. 2.2 The Warrantors Buyer shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants Warrantors may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.12.1 above. 2.3 Subject to the preparation of the Draft Completion Accounts in accordance with paragraph 2.1, the Warrantors shall deliver a copy of the Draft Completion Accounts to the Buyer no later than fifteen Business Days after the Completion Date. 2.4 The Institutional Sellers’ Representative and the Sellers’ Representative Buyer shall ensure that, within 20 twenty Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ RepresentativeBuyer, the Institutional Sellers’ Representative and Buyer submits to the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree it agrees with the Draft Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report ) along with and enlist the assistance details of the Buyer’s Accountants proposed adjustments (including the quantum of the same) to the Draft Completion Accounts which in the Buyer’s opinion should be made in order for the Draft Completion Accounts to review and respond to any such reportcomply with this Schedule 4. 2.4 2.5 If the Institutional Sellers’ Representative and the Sellers’ Representative agree Buyer agrees the Draft Completion Accounts, or if the Buyer fails to notify the Sellers’ Representative within the period specified at paragraph 2.4 of this Schedule 4 whether it agrees or disagrees that the Draft Completion Accounts shall become comply with this Schedule 4, the Completion Accounts and shall then become final and binding on the parties for the purpose of this agreement. 2.5 2.6 If the Institutional Sellers’ Representative and the Sellers’ Representative disagree Buyer disagrees with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative parties shall endeavour to agree any matter in dispute with the Buyerdispute. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the partiesthem) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. Once the Buyer has notified the Sellers’ Representative of any objection(s) in accordance with paragraph 2.4, the Buyer shall be entitled to raise new or additional objections but only up to the twenty Business Day period referred to at paragraph 2.4 and to the extent that the Buyer has not objected, the Buyer shall be deemed to have accepted the remainder of the Draft Completion Accounts. 2.6 2.7 If the parties are unable to resolve any disagreement within seven ten Business Days of the delivery of the report of the Institutional Sellers’ Representative and Buyer to the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s AccountantsRepresentative, the disagreement shall be referred to an Expert in accordance with Schedule 5Expert. 2.7 The 2.8 Save as provided in paragraph 3.10, the Buyer and the Warrantors shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its and pay their own costs incurred in respect of connection with the negotiation preparation and agreement of the Draft Completion Accounts and the Completion Accounts.

Preparation of Completion Accounts. 2.1 The As soon as practicable, and in any event within the period of 60 calendar days following the Completion Date, the Buyer shall prepare and deliver to the Institutional Sellers’ Representative and Sellers for review: (a) a draft of the Sellers’ Representative Completion Accounts prepared on the basis set out in paragraph 4 of this Schedule; and (b) a draft of the Completion Accounts Statement prepared on the basis of the Draft Completion Accounts within 45 Business Days of CompletionAccounts. 2.2 The Warrantors Sellers shall give promptly provide the Buyer (and its agents or advisers) with such assistance and access to such information as the Buyer and, if required by the Buyer, the Buyer’s Accountants (or its agents or advisers) may reasonably require to enable them to prepare in connection with the Draft Completion Accounts within the period referred to in paragraph 2.1. 2.3 The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery preparation of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representativedraft Completion Accounts Statement. 2.3 During the Review Period, the Institutional Sellers’ Representative and the Sellers’ Representative Sellers shall submit to serve a written notice on the Buyer a report stating whether or not they agree with the Draft Completion Accounts (and in the draft Completion Accounts Statement. In the case of any disagreement, the areas notice (Dispute Notice) shall specify in reasonable detail: (a) each matter or item in relation to the preparation of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts, the Draft Completion Accounts shall become or the draft Completion Accounts Statement in respect of which a disagreement has arisen; and (b) any adjustments which, in the Sellers' opinion, should be made to the Draft Completion Accounts and the draft Completion Accounts Statement. 2.4 During the Review Period, the Buyer shall, upon reasonable notice and during normal business hours, provide the Sellers (and their agents or advisers) with such access to the books and records and of the Company as the Sellers (or their agents or advisers) may reasonably require for the purposes of reviewing the Draft Completion Accounts and the draft Completion Accounts Statement. 2.5 If during the Review Period the Sellers serve a written notice on the Buyer confirming their agreement with the Draft Completion Accounts and the draft Completion Accounts Statement those documents shall, with effect from the date of service of such notice, constitute the Completion Accounts and Completion Accounts Statement and shall become be final and binding on the parties for parties. 2.6 If the purpose Sellers fail to serve a notice in accordance with paragraph 2.3 of this agreement. 2.5 If Schedule before the Institutional Sellers’ Representative and expiry of the Sellers’ Representative disagree Review Period, the Sellers shall be deemed to agree with the Draft Completion AccountsAccounts and the draft Completion Accounts Statement and those documents shall, with effect from the expiry of the Review Period, constitute the Completion Accounts and Completion Accounts Statement and shall be final and binding on the parties. 2.7 If a Dispute Notice is served by the Sellers during the Review Period, the Institutional Sellers’ Representative parties shall, during a period of 10 Business Days commencing on the Business Day after the service of the Dispute Notice (Resolution Period), negotiate in good faith with a view to reaching agreement on the disputed matters, and any necessary adjustments to the Sellers’ Representative shall endeavour to agree any matter in dispute with the BuyerDraft Completion Accounts and draft Completion Accounts Statement. If during the matter in dispute is Resolution Period the disputed matters are: (a) resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts and draft Completion Accounts Statement (subject to any amendment adjustments that are agreed between by the parties) as being shall constitute the Completion Accounts and they Completion Accounts Statement and shall become be final and binding on the parties for parties; or (b) not resolved by agreement between the purpose of this agreement. 2.6 If parties, then at any time following the parties are unable to resolve any disagreement within seven Business Days expiry of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative Resolution Period either party may, by written notice to the Buyer andother parties, if required by require the Buyer, the Buyer’s Accountants, the disagreement shall outstanding matters to be referred to an Expert for determination in accordance with Schedule 5paragraph 3 of this Schedule. 2.7 2.8 The Buyer and the Sellers shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its and pay their own costs incurred in respect of connection with the negotiation preparation, review and agreement of the Draft Completion Accounts and the Completion AccountsAccounts Statement.

Preparation of Completion Accounts. 2.1 The 41 2.1. As soon as practicable, and in any event no later than 20 Business Days after the Completion Date, the Buyer shall prepare and deliver to the Institutional Sellers’ Representative drafts of the Completion Accounts and the Completion Statement drawn up in accordance with paragraph 4 of this Schedule (together the Draft Documents). 2.2. The Sellers shall promptly provide the Buyer (and its agents or advisers) with access to such of their information, books and records as the Buyer (or its agents or advisers) may reasonably require in connection with the preparation of the Draft Documents. 2.3. No later than the last day of the Review Period, the Sellers’ Representative shall serve a written notice on the Buyer stating whether or not it agrees with the Draft Documents. In the case of any disagreement, the notice (Dispute Notice) shall specify in reasonable detail: 2.3.1. each matter or item in dispute; and 2.3.2. any adjustments which, in the Sellers’ Representative’s opinion, should be made to the Draft Documents. 2.4. During the Review Period, the Buyer shall upon reasonable notice and during normal business hours, permit the Sellers’ Representative and its agents or advisers) to access and review the Buyer’s working papers relating to the preparation of the Draft Documents and such books and records of the Company as the Sellers’ Representative (or its agents or advisers) may reasonably require for the purpose of reviewing the Draft Documents. 2.5. If, during the Review Period, the Sellers’ Representative: 2.5.1. serves a written notice on the Buyer confirming its agreement with the Draft Documents, they shall, with effect from the date of service of such notice, constitute the Completion Accounts and the Completion Statement and shall be final and binding on the parties; or 2.5.2. fails to serve a Dispute Notice, the Draft Documents shall, with effect from the expiry of the Review Period, constitute the Completion Accounts and the Completion Statement and shall be final and binding on the parties. 2.6. If the Sellers’ Representative serves a Dispute Notice in accordance with paragraph 2.3 of this Schedule, the Buyer and the Sellers’ Representative shall, during the Draft Completion Accounts within 45 period of 15 Business Days commencing on the date of Completion. 2.2 The Warrantors shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require receipt of the Dispute Notice (Resolution Period), seek in good faith to enable them to prepare reach agreement on the Draft Completion Accounts within disputed matters. If, before the period referred to in paragraph 2.1.Resolution Period expires, the disputed matters are: 2.3 The Institutional Sellers’ Representative 2.6.1. resolved by the Buyer and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report. 2.4 If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accountswriting, the Draft Completion Accounts Documents (revised as necessary to reflect the parties’ agreement) shall become constitute the Completion Accounts and the Completion Statement, and shall become be final and binding on the parties for with effect from the purpose date of this their agreement.; or 2.5 If 2.6.2. not resolved by the Institutional Sellers’ Representative and parties in writing, then at any time following the expiry of the Resolution Period either the Buyer or the Sellers’ Representative disagree with the Draft Completion Accountsmay, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement. 2.6 If the parties are unable to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative written notice to the Buyer andother, if required by require the Buyer, the Buyer’s Accountants, the disagreement shall disputed matters to be referred to an Expert for determination in accordance with Schedule 5paragraph 3 of this Schedule. 2.7 2.7. The Buyer and the Sellers shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its and pay their own costs incurred in respect of connection with the negotiation preparation, review and agreement of the Draft Completion Accounts and the Completion AccountsStatement.