Independent Public Accountant. M&K CPAS, PLLC (the “Accountant”), whose report on the consolidated financial statements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission and incorporated into the Registration Statement, are and, during the periods covered by their report, were independent public accountants within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.

Section #12Independent Accountant. For any matter referred to an Independent Accountant in accordance with Section 3.1(g), the Parties agree that such matter shall be resolved by an independent, internationally recognised firm of chartered accountants (the “Independent Accountant”) to be appointed by Farmor and Farmee. If Farmor and Farmee are not able to agree on the appointment of the Independent Accountant within a period of twenty (20) days, the Independent Accountant shall be nominated by the Institute of Chartered Accountants in England and Wales. The Independent Accountant shall be granted such access to books, records, accounts and documents in the possession of the Parties as he may reasonably request. The Independent Accountant shall give Farmor and Farmee reasonable opportunity to make written representations to the Independent Accountant and shall require that any such written representations are made available to the other Party at the same time as to the Independent Accountant. The Independent Accountant shall render its decision within thirty (30) days of its appointment. The Independent Accountant must select either the position of Farmor or the position of Farmee. The costs of the Independent Accountant shall be apportioned equally between Farmor and Farmee, provided that Farmor and Farmee shall each be responsible for their own costs in respect of a matter referred to an Independent Accountant. The Independent Accountant shall act as an expert and not as an arbitrator and his determination shall be final and binding on the Parties in the absence of manifest error or fraud.

The Independent Accountant shall resolve the dispute regarding such item or items within thirty (30) days following his or her engagement by the parties; provided, however, that the dollar amount of each amount in dispute will be determined within the range of dollar amounts proposed by the parties. The determinations by the Independent Accountant as to the items in dispute shall # be based on presentations and written submissions by the ​ and the [[Organization A:Organization]] to the Independent Accountant and not by independent review, and # be in writing and set forth in reasonable detail the basis for the Independent Accountant’s final determination of any disputed amount or item based on actuarial standards of practices, the terms of this Agreement and the Reinsured Policies, and consistent with ​ SAP. Absent manifest error, such determinations by the Independent Accountant shall be conclusive and binding upon the parties as if such determination had been embodied in a final and binding arbitral award, and any party may petition a court having jurisdiction over the parties and subject matter to confirm such determination to final judgment or to vacate such determination pursuant to the Federal Arbitration Act. The ​ and the [[Organization A:Organization]] shall each bear one half of the fees and expenses of the Independent Accountant. The parties agree that the Independent Accountant shall have no authority to impose any punitive, exemplary or consequential damage awards on either of the parties hereto.

The cost of the Independent Accountant’s review and determination shall be shared equally by the [[Organization A:Organization]] and the ​. During the review by the Independent Accountant, the ​ and the [[Organization A:Organization]] shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under [Section 3.01(g)]. In acting under this Agreement, the Independent Accountant shall be entitled to the privileges and immunities of an arbitrator. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this [Section 3.01] represent the sole and exclusive method for determining the Final Reconciliation Statement.

“Independent Accountant” has the meaning set forth in [Section 14.12].

Section # Contracts. The sole Contract to which QSHI is a party is the engagement letter entered into with the Independent Accountant dated November 15, 2018 (the “Engagement Letter”), with respect to the engagement of the Independent Accountant, as QSHI’s independent registered public accounting firm, for the purpose of auditing and preparing the Financial Statements.

“Independent Accountant” shall have the meaning set forth in Exhibit F.

The Company shall engage an independent qualified public accountant to conduct such examinations and to express such opinions as may be required by [section 103(a)(3)] of ERISA. The Company in its discretion may remove and discharge the person so engaged, but in such case it shall appoint a successor independent qualified public accountant to perform such examinations and to express such opinions.

The Annual Financial Statements were audited by MaloneBailey LLP (the “Independent Accountant”).

The Final Adjustment Statement # as presented by Farmor if not contested in accordance with Section 3.1(f); or # as otherwise agreed by the Parties or determined by the Independent Accountant shall constitute the Closing Statement.