In respect of each Transaction and subject to paragraph 12:

(a) the Exercising Party, as the recipient of the Undertaking Party’s undertaking, will be entitled to deliver to the Undertaking Party, on each Exercise Date, an Exercise Notice with respect to that Exercise Date; and

(b) following the delivery to the Undertaking Party of an Exercise Notice with respect to an Exercise Date, such delivery constituting an offer by the Exercising Party to the Undertaking Party to enter into the relevant sale and purchase:

(i) the Undertaking Party shall accept such offer orally by telephone or in writing via email, provided that, if the Undertaking Party has not responded to such offer within 5 hours of delivery of the Exercise Notice in accordance with the details specified in Annex I, the Undertaking Party will be deemed to have accepted such offer;

(ii) the Undertaking Party hereby further agrees that not responding to the offer is tantamount to acceptance of the offer;

(iii) Buyer shall deliver to Seller the Second Purchased Securities on the Second Purchase Date; and

(iv) Seller shall pay to Buyer the Second Purchase Price on the Second Purchase Date.

(c) If the Exercising Party has not delivered an Exercise Notice in accordance with paragraph 5(a) above on the Exercise Date:

(i) the Undertaking Party shall be entitled to deliver an offer to enter into the relevant sale and purchase to the Exercising Party, on or prior to the Second Purchase Date;

(ii) if the Exercising Party has not responded to such offer within 5 hours of delivery of the offer in accordance with the details specified in Annex I then the Exercising Party shall be deemed to have accepted such offer;

(iii) the Exercising Party hereby further agrees that not responding to the offer is tantamount to acceptance of the offer;

(iv) Buyer shall deliver to Seller the Second Purchased Securities on the Second Purchase Date; and

(v) Seller shall pay to Buyer the Second Purchase Price on the Second Purchase Date.