Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. 3.1.1 The Purchase Consideration for the Acquisition is S$53.9 million, which is arrived at on a willing-buyer, willing-seller basis, following arm’s length negotiations between the Company, the Vendor and HFEL, and after taking into account the audited accounts of the Target Companies for the financial year ended 31 March 2013. 3.1.2 The Purchase Consideration for the Sale Capital of SSR and ERPL shall be determined by taking into account the carrying amount of the properties held by the Target Companies (the “Properties”) of S$72.1 million (the “Base Consideration”), and adjusting for the following:- (a) Deduct the outstanding mortgage amount carried by the Target Companies (the “Outstanding Mortgage Amount”); (b) Apportion all rentals and outgoings, whether current or retrospective, relating to the Properties up to and including the Completion Date, whether the same is billed or called for payment after the Completion Date; and (c) Leave a cash balance of S$15,000 standing to the credit of the accounts of each of SSR and ERPL (total S$30,000) on the Completion Date. 3.1.3 The Purchase Consideration of S$53.9 million shall also take into account the capitalisation of shareholders' loans from the HFEL Group to the Target Companies1. The net asset value of the Target Companies as at 31 March 2013 was S$42 million. 1: The Vendor has advised that the difference in the net asset value of the Target Companies between 31 March 2013 and the Completion Date of the Acquisition will be made up by the capitalisation of shareholders’ loans from the HFEL Group to the Target Companies. 3.1.4 The Purchase Consideration shall be satisfied by way of:- (a) Payment of S$10 million in cash (the “Cash Consideration”) to the Vendor; and (b) Issuance by the Company of S$43.9 million of secured convertible bonds to the Vendor (the “Convertible Bonds”) pursuant to a Convertible Bonds Subscription Agreement (the “CBSA”) between the Company and the Vendor. Any balance of less than S$100,000 shall be settled in cash. 3.1.5 The Cash Consideration will be funded by the proceeds from the disposal of the Distribution Business which was announced on 21 August 2013 and completed on 31 October 2013.

Purchase Consideration. 3.1.1 The Purchase Consideration (a) Subject to the conditions and adjustments hereinafter set forth, the total purchase consideration for the Acquisition is S$53.9 million, which is arrived at on a willing-buyer, willing-seller basis, following arm’s length negotiations between the Company, the Vendor and HFEL, and after taking into account the audited accounts of the Target Companies for the financial year ended 31 March 2013. 3.1.2 The Purchase Consideration for the Sale Capital of SSR and ERPL shall be determined by taking into account the carrying amount of the properties held by the Target Companies Assets (the “PropertiesPurchase Consideration”) shall be the sum of S$72.1 million (i) $3,070,000, which amount is based on figures currently available, q.v. Section 2.5(b), and is subject to adjustment pursuant to Section 2.8, Section 2.9 and Section 2.10 hereof (the “Base Cash Portion of the Purchase Consideration”), and adjusting for (ii) the following:- (a) Deduct amount of the outstanding mortgage amount carried by the Target Companies (the “Outstanding Mortgage Amount”);Assumed Liabilities. (b) Apportion all rentals and outgoingsThe Cash Portion of the Purchase Consideration shall be paid as follows: (i) The sum of Three Hundred Four Thousand Dollars ($304,000) plus the amount of any Sales Tax Escrow Amount (together with any other amounts added by subsequent written agreement of the parties, whether current or retrospectivecollectively, relating the “Escrow Amount”) shall be deposited into escrow pursuant to the Properties up terms of an Escrow Agreement in the form of Exhibit A hereto attached (the “Escrow Agreement”), pending (A) completion of Closing Date Balance Sheet and the calculation of the Final Net Acquired Assets Value, pursuant to Sections 2.6 and including 2.8, (B) the Completion Datecollection of the Accounts Receivable by Purchaser pursuant to Section 2.9, whether and (C) the same is billed or called disbursement of the Customer Overpayments Fund pursuant to Section 2.10; (ii) Any amounts to be payable at Closing to third parties, such as ▇▇ ▇▇▇▇▇▇-▇▇▇▇▇, for payment after the Completion Daterelease of outstanding Encumbrances on the Assets, which are not Permitted Encumbrances shall be withheld by Purchaser and paid to such creditors by wire transfer, as agreed upon by Purchaser and Seller, as part of the Closing; and (ciii) Leave a cash The balance of S$15,000 standing to the credit Cash Portion of the accounts of each of SSR and ERPL (total S$30,000) on the Completion Date. 3.1.3 The Purchase Consideration of S$53.9 million shall also take into account the capitalisation of shareholders' loans from the HFEL Group to the Target Companies1. The net asset value of the Target Companies as at 31 March 2013 was S$42 million. 1: The Vendor has advised that the difference in the net asset value of the Target Companies between 31 March 2013 and the Completion Date of the Acquisition will be made up by the capitalisation of shareholders’ loans from the HFEL Group to the Target Companies. 3.1.4 The Purchase Consideration shall be satisfied paid by way of:-Purchaser to Seller at Closing to an account designated in writing by Seller. (ac) Payment of S$10 million in cash (the “Cash Consideration”) to the Vendor; and (b) Issuance All amounts payable by the Company of S$43.9 million of secured convertible bonds to the Vendor (the “Convertible Bonds”) Purchaser pursuant to a Convertible Bonds Subscription Agreement (the “CBSA”) between the Company and the Vendor. Any balance of less than S$100,000 this Section 2.3 shall be settled in cashpaid by wire transfer of immediately available funds. 3.1.5 The Cash Consideration will be funded by the proceeds from the disposal of the Distribution Business which was announced on 21 August 2013 and completed on 31 October 2013.

Purchase Consideration. 3.1.1 The Purchase Consideration As consideration for the Acquisition is S$53.9 millionSubject Shares, the Buyer shall deliver to the Seller the purchase consideration (the "Purchase Consideration"), which is arrived shall consist of (i) an aggregate cash payment at on a willing-buyer, willing-seller basis, following arm’s length negotiations between Closing in the Company, the Vendor and HFEL, and after taking into account the audited accounts of the Target Companies for the financial year ended 31 March 2013. 3.1.2 The Purchase Consideration for the Sale Capital of SSR and ERPL shall be determined by taking into account the carrying amount of the properties held by the Target Companies U.S.$2,600,000 (the “Properties”) "Cash Payment"), which shall consist of S$72.1 million $2,275,000 to Seller, $300,000 to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Base Consideration”"▇▇▇▇▇▇▇▇"), and adjusting for $25,000 to ▇▇▇ ▇▇▇ ("Rae"), as set forth in Section 3.1.3 of the following:- Disclosure Schedule, (aii) Deduct a cash payment in the outstanding mortgage amount carried by of $500,000 plus interest, payable in 8 equal installments of principal after the Target Companies Closing Date and (iii) the aggregate amount of 750,000 shares of the Buyer's common shares (the “Outstanding Mortgage Amount”"Purchase Shares"); (b) Apportion all rentals and outgoings, whether current or retrospective, relating the issuance of such shares to be effected according to the Properties up to terms of a separate Subscription and including Registration Rights Agreement between the Completion Date, whether Seller and the same is billed or called for Buyer. The payment after the Completion Date; and (c) Leave a cash balance of S$15,000 standing to the credit of the accounts of each of SSR and ERPL (total S$30,000) on the Completion Date. 3.1.3 The Purchase Consideration described in (ii) above shall be evidenced by a promissory note of S$53.9 million Buyer in the form attached hereto as Exhibit F (the "Note"), which the Buyer shall also take into account deliver at the capitalisation of shareholders' loans from the HFEL Group to the Target Companies1Closing. The net asset value of the Target Companies as at 31 March 2013 was S$42 million. 1: The Vendor has advised that the difference in the net asset value of the Target Companies between 31 March 2013 and the Completion Date of the Acquisition will be made up by the capitalisation of shareholders’ loans from the HFEL Group to the Target Companies. 3.1.4 The remaining Purchase Consideration shall be satisfied by way of:- (a) Payment of S$10 million paid as provided below in cash (this Section 2.2. At the “Cash Consideration”) Closing, the Buyer shall deliver to the Vendor; and (b) Issuance Seller and ▇▇▇▇▇▇▇▇ the Cash Payment by wire transfer of immediately available funds to an account designated by the Company of S$43.9 million of secured convertible bonds Seller. At the Closing, subject to the Vendor terms set forth in the Subscription Agreement, the Buyer shall deliver an irrevocable letter of direction to its transfer agent, American Stock Transfer and Trust Company, to issue the Purchase Shares in installments as follows: (the “Convertible Bonds”i) pursuant On January 1, 2000: 145,589 Purchase Shares to a Convertible Bonds Subscription Agreement Seller, 29,411 Purchase Shares to ▇▇▇▇▇▇▇▇, 45,000 Purchase Shares to ▇▇▇ ▇▇▇▇▇ (the “CBSA”"▇▇▇▇▇") between the Company and the Vendor. Any balance of less than S$100,000 shall be settled 5,000 Purchase Shares to Rae, as set forth in cash. 3.1.5 The Cash Consideration will be funded by the proceeds from the disposal Section 3.1.3 of the Distribution Business which was announced on 21 August 2013 Disclosure Schedule; (ii) On January 1, 2001: 295,000 Purchase Shares to Seller and completed on 31 October 20135,000 Purchase Shares to Rae; and (iii) On January 1, 2002: 220,000 Purchase Shares to Seller and 5,000 Purchase Shares to Rae.

Purchase Consideration. 3.1.1 3.1 The Purchase Initial Consideration for the Acquisition is S$53.9 millionShares shall be paid in cash to the Vendors or as they shall direct at Completion in accordance with clause 4.7. 3.2 The sum of (Pounds)1 shall be paid into the Escrow Account at Completion in accordance with clause 4.6. 3.3 Subject to clause 3.5 and 3.6 below the Purchaser shall pay the Deferred Consideration into the Escrow Account. 3.4 The Vendors shall receive the Consideration in proportion to their holdings of the Shares. 3.5 If, which is arrived at on a willing-buyer, willing-seller basis, following arm’s length negotiations between prior to settlement of any part of the CompanyDeferred Consideration, the Vendor and HFELPurchaser makes a Warranty Claim, and after it may set off the aggregate amount claimed against the Deferred Consideration. A set-off in or towards satisfaction of a claim made by the Purchaser shall not prejudice or affect any other rights or remedies for the purpose of recovering any amount due to it from the Vendors. 3.6 Subject to Completion, the Deferred Consideration shall be payable by the Purchaser into the Escrow Account as follows: 3.6.1 In the event of the Purchaser or a member of the Purchaser's Group acquiring a Third Party Acquisition prior to the expiry of the 12 month period from completion the Purchaser shall forthwith pay (Pounds)250,000 into 11 the Escrow Account as part of the Deferred Consideration on completion of such Third Party Acquisition. 3.6.2 The Purchaser shall pay the balance of the Deferred Consideration taking into account the audited accounts of the payment, if any, referred to in clause 3.6.1 above, and conditional upon the Company achieving in the 12 month period after Completion the Earn Out Target Companies as soon as practicable after such 12 month period into the Escrow Account provided that the Company may at its absolute discretion (and for the financial year ended 31 March 2013avoidance of doubt the Vendors hereby acknowledge that the Purchaser has no legal obligation whatsoever so to do if the Earn Out Target is not achieved in accordance with this clause) pay a part or all of the Deferred Considation into the Escrow Account if the Earn Out Target is not achieved. 3.1.2 The Purchase 3.6.3 Subject to sub-clauses 3.6.4 and 3.6.5 below, in the event that the Deferred Consideration for the Sale Capital of SSR and ERPL shall be determined by taking into account the carrying amount of the properties held is paid by the Target Companies (the “Properties”) of S$72.1 million (the “Base Consideration”), and adjusting for the following:- (a) Deduct the outstanding mortgage amount carried by the Target Companies (the “Outstanding Mortgage Amount”); (b) Apportion all rentals and outgoings, whether current or retrospective, relating Purchaser pursuant to the Properties up provisions of sub-clauses 3.6.1 and 3.6.2 above the Purchaser undertakes to and including procure that the Completion Date, whether the same is billed or called for payment after the Completion Date; and (c) Leave a cash balance of S$15,000 standing Escrow Agents shall pay to the credit of Vendor the accounts of each of SSR Escrow Amount and ERPL any interest accrued thereon (total S$30,000less any tax that may be deducted therefrom) to the Vendor on the date being 24 months after the Completion Date. 3.1.3 The Purchase Consideration 3.6.4 In the event of S$53.9 million a Warranty Claim being made against the Vendors within 24 months of the date of Completion an amount which is equivalent to the value of such claim (together with such further reasonable sum to cover costs estimated by the Purchaser to be properly incurred in relation to such claim and the interest which may accrue upon such retention) shall also take into account be retained in the capitalisation Escrow Account until such claim is settled or lapses in accordance with the provisions of shareholders' loans clause 5.8. 3.6.5 If an amount becomes payable by the Vendors in respect of a Warranty Claim which has not been fully satisfied by the Vendors the Escrow 12 Agents shall pay the Purchaser the amount of such claim or the outstanding balance from the HFEL Group to the Target Companies1. The net asset value of the Target Companies as at 31 March 2013 was S$42 millionEscrow Account together with any interest which has arisen on such balance. 1: The Vendor has advised that the difference in the net asset value of the Target Companies between 31 March 2013 and the Completion Date of the Acquisition will be made up by the capitalisation of shareholders’ loans from the HFEL Group to the Target Companies. 3.1.4 The Purchase Consideration shall be satisfied by way of:- (a) Payment of S$10 million in cash (the “Cash Consideration”) to the Vendor; and (b) Issuance by the Company of S$43.9 million of secured convertible bonds to the Vendor (the “Convertible Bonds”) pursuant to a Convertible Bonds Subscription Agreement (the “CBSA”) between the Company and the Vendor. Any balance of less than S$100,000 shall be settled in cash. 3.1.5 The Cash Consideration will be funded by the proceeds from the disposal of the Distribution Business which was announced on 21 August 2013 and completed on 31 October 2013.

Purchase Consideration. 3.1.1 The Upon the terms and subject to the conditions contained herein, at the Closing, (i) in exchange for any Purchased Old Shares (or any Alternative Arrangement Shares, if applicable), the Purchaser will deliver to each Selling Shareholder (or the Founder, if applicable) such number of newly issued Class A ordinary shares of the Purchaser free and clear of all Liens (the “Purchaser Shares”) set forth under the heading “Purchaser Shares in Exchange” in Schedule A (“Purchase Consideration for Old Shares Acquisition”); and (ii) in exchange for the Acquisition is S$53.9 million, which is arrived at on a willing-buyer, willing-seller basis, following arm’s length negotiations between combined Purchased New Shares and any Alternative Arrangement Shares to be issued by the CompanyTarget Company in accordance with Section 2.1(b), the Vendor Purchaser will pay US$3.0 million by wire transfer in immediately available funds to an account designated by the Target Company in writing at least three (3) Business Days before Closing (“Purchase Consideration for New Shares Acquisition,” and HFEL, and after taking into account together with “Purchase Consideration for Old Shares Acquisition,” the audited accounts “Purchase Consideration”). The Target Valuation means either of the following: (i) the highest pre-money equity valuation of the Target Companies for Company in a Qualified Funding, or (ii) if Target Company shall not have completed a Qualified Funding prior to the financial year ended 31 March 2013. 3.1.2 Closing, US$20.0 million. The Target Valuation and the Purchase Consideration for are based on the Sale Capital of SSR following conditions, and ERPL shall be determined by taking into account the carrying amount of the properties held by the Target Companies (the “Properties”) of S$72.1 million (the “Base Consideration”), and adjusting for the following:- (a) Deduct the outstanding mortgage amount carried by the Target Companies (the “Outstanding Mortgage Amount”); (b) Apportion all rentals and outgoings, whether current or retrospective, relating to the Properties up to and including the Completion Date, whether the same is billed or called for payment after the Completion Date; and (c) Leave a cash balance of S$15,000 standing to the credit of the accounts of each of SSR and ERPL (total S$30,000) on the Completion Date. 3.1.3 The Purchase Consideration of S$53.9 million shall also take into account the capitalisation of shareholders' loans from the HFEL Group to the Target Companies1. The net asset value of the Target Companies as at 31 March 2013 was S$42 million. 1: The Vendor has advised that the difference in the net asset value of the Target Companies between 31 March 2013 and the Completion Date of the Acquisition will be made up by the capitalisation of shareholders’ loans from the HFEL Group to the Target Companies. 3.1.4 The Purchase Consideration shall be satisfied by way of:- (a) Payment of S$10 million in cash (the “Cash Consideration”) to the Vendor; and (b) Issuance by the Company of S$43.9 million of secured convertible bonds to the Vendor (the “Convertible Bonds”) pursuant to a Convertible Bonds Subscription Agreement (the “CBSA”) between the Company and the Vendor. Any balance of less than S$100,000 shall be settled in cash. 3.1.5 The Cash Consideration Founder jointly covenant and confirm that, at the Closing, (i) the Group Companies will be funded by free of any debts, including debts owed to the proceeds from Selling Shareholders or their Affiliates or related parties except as disclosed in the disposal Disclosure Schedule, and (ii) the Group Companies will have at least US$230,000 of the Distribution Business which was announced on 21 August 2013 and completed on 31 October 2013working capital or cash in bank accounts.