M-DAQ Market Solutions Additional Terms and Conditions to a Confirmation

3.       Part 3. Agreement to Deliver Documents

3.1.   For the purpose of Sections 4(a)(i) and 4(a)(ii) of the Master Agreement, each Party agrees to deliver the following documents, as applicable:.

3.1.1.     Tax forms, documents or certificates to be delivered are:

3.1.2.     Other documents to be delivered are:

4.       Part 4. Miscellaneous

4.1.   Addresses for Notices. For the purpose of Section 12(a):

4.1.1.     Addresses of notices or communications to Party A:

Name: M-DAQ Market Solutions Pte. Ltd.

Address: 15 Playfair Road, Level 2, Singapore 367987

Email: treasury@m-daq.com; operations@m-daq.com; legal@m-daq.com; mmsops@m-daq.com

Telephone: +65 6225 8991

4.1.2.     Addresses of notices or communications to Party B:

As listed in the Confirmation

4.2.   Offices. The provisions of Section 10(a) will apply to the Master Agreement.

4.3.   Multibranch Party. For the purpose of Section 10(b), neither Party is a Multibranch Party.

4.4.   Calculation Agent. The Calculation Agent is Party A.

4.5.   Credit Support Document.

4.5.1.     in relation to Party A: None

4.5.2.     in relation to Party B: None

4.6.   Credit Support Provider. Credit Support Provider means:

4.6.1.     in relation to Party A: None

4.6.2.     in relation to Party B: Any party that at any time provides a guarantee or other form of credit support on behalf of Party B.

4.7.   Governing Law and Jurisdiction.

4.7.1.     Governing Law. Section 13(a) is hereby replaced with the following:

“(a) Governing Law. The Master Agreement, any non-contractual obligations arising out of or in relation to any Confirmation or the Master Agreement, and each Transaction entered into under any Confirmation or the Master Agreement will be governed by, construed and enforced in accordance with, the law of England and Wales.”

4.7.2.     Jurisdiction. Section 13(b) shall be deleted in its entirety and replaced with the following:

“(b) Jurisdiction. With respect to any dispute, claim, difference or controversy arising out of, relating to or having any connection with any Confirmation or the Master Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (“Proceedings”), each party, irrevocably

(i)              submits to the exclusive jurisdiction of the English courts; and

(ii)             waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.”

4.8.   Third Party Rights. This Terms and Conditions may only be enforced by a Party and the Contracts (Right of Third Parties) Act 1999 is expressly excluded.

4.9.   Netting of Payments. “Multiple Transaction Payment Netting” will apply to the fullest extent that the Parties are able to effect such netting for one or more Transactions for the purposes of Section 2(c).

4.10. Absence of Litigation. For the purpose of Section 3(c):

4.10.1.  “Specified Entity” means in relation to Party A: not applicable

4.10.2.  “Specified Entity” means in relation to Party B: not applicable.

4.11. No Agency. The provisions of Section 3(g) will apply to the Master Agreement.

4.12. Additional Representations will apply. For the purposes of Section 3 of the Master Agreement, the following will constitute an Additional Representation and a new sub-section 3(h) shall be inserted as follows:

“(h) Relationship Between Parties. Each Party represents to the other Party on each date it enters into a Transaction that (absent a written agreement between the Parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(1)    Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other Party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(2)    Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(3)    Status of Parties. The other Party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(4)    Hedging Purposes. Party B will be deemed to represent to Party A on the date which it enters into a Transaction that such Transaction is entered into for the purposes of hedging only and not for any speculative purposes. Party B warrants that such Transactions are entered into with an underlying legitimate business or economic purpose and not for speculation.”

4.13. Recording of Conversations. Each Party:

4.13.1.  consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the Parties in connection with the Master Agreement or any potential Transaction;

4.13.2.  agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel; and

4.13.3.  agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

5.       Part 5. Other Provisions

5.1.   Definitions.

5.1.1.     Reference is made to the 1998 FX and Currency Option Definitions ("FX Definitions") (as amended, supplemented, varied or replaced from time to time, as published and as may be published by the International Swaps and Derivatives Association, Inc. ("ISDA"), EMTA, Inc. (formerly known as The Emerging Markets Traders’ Association, Inc.) and The Foreign Exchange Committee) and to the 2006 ISDA Definitions, the 2002 ISDA Equity Derivatives Definitions, the 2003 ISDA Credit Derivatives Definitions, the 2005 ISDA Commodity Definitions, the 2008 ISDA Inflation Definitions, the 1997 Government Bond Option Definitions and any other definitions booklet not specified above (each as amended, supplemented, varied or replaced from time to time, as published and as may be published by ISDA) (in each case a “Set of Definitions”), which are hereby incorporated by reference. Any terms used and not otherwise defined herein which are contained in a Set of Definitions shall have the meaning set forth therein. Any reference in the 2006 ISDA Definitions to a Swap Transaction shall be deemed to include a Transaction hereunder.

5.1.2.     In the event of any inconsistency between any Set of Definitions and the FX Definitions, the FX Definitions shall prevail with respect to an FX Transaction or a Currency Option Transaction or with respect to foreign exchange valuation and settlement provisions for any other Transaction under any other Set of Definitions. In the event of any inconsistency between the provisions of the Master Agreement and any Set of Definitions, the provisions of the Master Agreement shall prevail, unless agreed otherwise in a Confirmation of a Transaction to which the relevant Set of Definitions or Sets of Definitions apply.

5.1.3.     For the avoidance of doubt, each Party acknowledges and agrees that in the event that a Set of Definitions is updated, varied, amended, supplemented or replaced, the most recent version of the applicable Set of Definitions will be used for purposes of confirming any new Transaction, as defined in the applicable Set of Definitions, with a Trade Date on or after the effective date of such update, variation, amendment or supplement, in each case as recommended or published by ISDA, unless the parties have specifically agreed otherwise in the Confirmation of the relevant Transaction.

5.1.4.     Each Party acknowledges and agrees that the terms of the ISDA Benchmarks Supplement, as published by ISDA on 19th September 2018 and as amended, supplemented or varied from time to time (“Benchmarks Supplement”) are incorporated into each Confirmation hereunder. In the event of any inconsistency between the relevant Set of Definitions and the Benchmarks Supplement, the Benchmarks Supplement shall prevail.

5.2.   Change of Accounts. For the purposes of Section 2(b) of the Master Agreement, both Parties agree that such new account so designated shall be in the same tax jurisdiction as the original account.

5.3.   Procedures for Confirming Transactions. Section 9(e) of the Master Agreement is amended by the addition of the following terms:

“(iii) With respect to each Transaction entered into pursuant to the Master Agreement and for the purposes of Section 9(e)(ii), Party A shall, on or promptly after the relevant Trade Date, send Party B a Confirmation confirming that Transaction and Party B shall promptly then confirm the accuracy of or request the correction of such Confirmation. In the absence of manifest error, where Party B fails to confirm the accuracy of or request the correction of a Confirmation within three Local Business Days after it was sent, the terms of a Confirmation will be binding on and conclusive against Party B. Delivery of a Confirmation is effected whether a party uses facsimile, email or an electronic messaging system, and irrespective of the form of delivery used by the other party to confirm the terms of the relevant Transaction. The requirement of this Agreement that the parties exchange Confirmations shall for all purposes be satisfied by following the procedure set out in this paragraph. Where a Transaction is confirmed by means of a facsimile, email or an electronic messaging system, such message will constitute a Confirmation even where not so specified in that Confirmation.”

5.4.   Notices. Section 12 of the Master Agreement is amended by deleting the following words where they appear on lines 2 and 3 of Section 12(a):

“(except that a notice or other communication under Section 5 or 6 may be given by electronic messaging system or email).”

and replacing it with:

“(except that a notice or other communication under Section 5 or 6 may be given by electronic messaging system).”

5.5.   Close-out Amount. At the end of the definition of Close-out Amount in Section 14, the following sentence is inserted:

“A Close-out Amount is not required to be the market value of the Terminated Transaction or group of Terminated Transactions and, subject to Section 6(e)(ii)(3), the Determining Party is not obliged to use the mid-market quotations or mid-market valuations in determining a Close-out Amount.”

5.6.   2002 Master Agreement Protocol. The Parties agree that, with effect from the date of the Master Agreement, the terms of each Annex to the 2002 Master Agreement Protocol published by the International Swaps and Derivatives Association Inc., (the “Protocol”) shall apply to the Master Agreement as if the Parties had adhered to the Protocol without amendment.

5.7.   Scope of Agreement. Unless otherwise agreed by the Parties, each FX Transaction and Currency Option Transaction entered into between the Parties (either prior to or after the date hereof) shall be FX Transactions or Currency Option Transactions hereunder and shall be subject to the Master Agreement. Accordingly, the terms and conditions of each FX Transaction and Currency Option Transaction are hereby amended to incorporate (and to the extent that they are inconsistent herewith are hereby superseded by) these terms. Each FX Transaction or Currency Option Transaction shall be a Transaction under the Master Agreement.

5.8.   Accuracy of Specified Information. Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and before the period: “or, in case of financial statements, a fair presentation of the financial condition of the relevant party.

5.9.   Withholding Tax. Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Tax” as used in Part 2(a) of the Schedule (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of the Master Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Master Agreement.

5.10. Payment of Premium. Unless otherwise agreed in writing by the Parties, with respect to any premium related to a Transaction that is an option, if any such premium is not paid on the date such premium is due to be paid under the terms of the Transaction, the seller of such Transaction may elect: (i) to accept a late payment of such premium; (ii) to give written notice of such non-payment and, if such payment shall not be received within one Local Business Day of such notice, treat the related Transaction as void; or (iii) to give written notice of such non-payment and, if such payment shall not be received within one Local Business Day of such notice, treat such non-payment as an Event of Default under Section 5(a)(i) of this Agreement. If the seller of such option Transaction elects to act under either (i) or (ii) above, the buyer of such Transaction shall pay all out-of-pocket costs and actual damages incurred in connection with such unpaid or late premium or void Transaction, including, without limitation, interest on such premium in the same currency as such premium at the then prevailing market rate and any other costs or expenses incurred by the seller of the Transaction in covering its obligations (including, without limitation, a delta hedge) with respect to such Transaction.

5.11. Payment of Premium. Each Party hereby consents to the communication and disclosure by the other Party of any information in respect of, or relating to, the Master Agreement and any Transaction, to the other Party’s subsidiaries, Affiliates, advisors, service providers, and their respective employees, on a need-to-know basis for the purposes of performing the Master Agreement and the Transactions and to the extent required by law, any government or regulatory authority.