(a) A Transaction may be entered into orally or in writing at the initiation of either Buyer or Seller.

(b) Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party written confirmation of such Transaction (a “Confirmation”).

The Confirmation shall describe the First Purchased Securities (including CUSIP or ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth -

(i) the First Purchase Date;

(ii) the First Purchase Price;

(iii) the Second Purchase Date;

(iv) the Pricing Rate applicable to the Transaction;

(v) in respect of each party the details of the bank account(s) to which payments to be made hereunder are to be credited; and

(vi) any additional terms or conditions of the Transaction;

and may be in the form of Annex II or may be in any other form to which the parties agree.

The Confirmation relating to a Transaction shall, together with this Agreement, constitute prima facie evidence of the terms agreed between Buyer and Seller for that Transaction, unless objection is made with respect to the Confirmation promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, the Confirmation shall prevail in respect of that Transaction and those terms only.

(c) On the First Purchase Date for a Transaction, Seller shall transfer the First Purchased Securities to Buyer or its agent against the payment of the First Purchase Price by Buyer in accordance with paragraph 8(c).

(d) Termination of a Transaction will be effected on the date fixed for Termination