Annual Statements: no later than [75] Business Days after the end of each financial year of the Company, [unaudited] financial statements [audited by the Auditor]; Quarterly Statements: within [20] Business Days after the end of each Quarter, unaudited financial statements; [Monthly Cashflow Statements: within [5] Business Days after the end of each calendar month, a cashflow statement for that month, and for the financial year to date and a cashflow forecast for the next [3] months; and] Additional Information: such further information as the Investors may reasonably require from time to time relating to the Company's Business and/or financial condition. Reports: Each of the statements described in clauses 11.3(b), 11.3(c) and 11.3(d) will be accompanied by management reports covering all material aspects of the Company's progress against the Business Plan. Annual Budget: Subject to clause 9.13, the Board may amend the current annual budget from time to time as required to reflect any material new arrangement entered into by the Company (being an arrangement consistent with the overall Business Plan and approved by the Board including [the][an] Investor Director) which was not contemplated when that annual budget was prepared. Compliance: The Board will: Policies: maintain for the Company and its Directors and employees internal audit and compliance policies and procedures which are consistent with applicable regulatory requirements, GAAP and, to the extent practical, best practice for similar companies; and Compliance Breaches: adopt appropriate procedures to ensure that any material breach of the compliance procedures is reported to it without delay. Investors' Access: The parties will procure: Company Records: the Company to make available to the Investors or any observer appointed by an Investor pursuant to clause 9.3 and any auditor, accountant, or other consultant duly appointed by an Investor, complete access to the Company's books of account, registers and other records (including all other information in whatever form) at all reasonable times for inspection and/or audit; and Senior Management Availability: senior management of the Company to be available to meet the Investors or their representatives as reasonably required by the Investors to discuss the progress of the Company. Copies of Board Information: copies of all information and reports provided to the Board to be provided to the Investors, and for the Investors to be immediately notified of: any development relating to the Company which might prejudice the reputation of any Investor; and
SCHEDULE 12 FORM OF DEED OF ACCESSION DEED POLL DATED GIVEN BY: [name of new shareholder] (Intending Shareholder) IN FAVOUR OF: Every other party to the Shareholders' Agreement (as defined below) (Shareholders) THIS DEED POLL RECORDS THAT: The Intending Shareholder: proposes to hold [Ordinary Shares][Preferred Shares]; and covenants for the benefit of the other Shareholders that, from the time that the Intending Shareholder's name appears in the register of shareholders of [insert name of Company], the Intending Shareholder will be bound to the terms of the Shareholders' Agreement as if the Intending Shareholder was an original party to the Shareholders' Agreement [as an Investor][as an Other Shareholder] In this deed poll: [Ordinary Shares][Preferred Shares]has the meaning given to that term in the Shareholders' Agreement. Shareholders' Agreement means the Subscription and Shareholders' Agreement dated [date] relating to [insert name of Company] between [insert parties]. EXECUTED AND DELIVERED AS A DEED POLL