1  Subscription

1.1 Subject to the terms of this Agreement, Covalent Capital Pte. Ltd. ("Covalent") hereby grants to the Subscriber a limited, free of charge, non-exclusive, non-transferable licence to access and use the platform established and operated by Covalent which shall host a platform to bring together market participants in the issuance of primary bond offerings including an order management and allocation system for placement and allocation of orders of Securities and will additionally serve as an information aggregator that consolidates publicly-available financial data for Investor Participants' reference (the "OMAS Platform") during the Term (as defined below) of this Agreement solely in accordance with the provisions of this Agreement.

For the purposes of this Agreement:

(a) "Accredited Investor" shall have the meaning given to it in Section 4A of the Securities and Futures Act (Cap. 289) of Singapore ("SFA") or its equivalent in any other jurisdiction.

(b) "Allocation" means the distribution of Securities to Investor Participants following acceptance of Orders at the end of a subscription period in accordance with the offering price and method of allocation to be determined and/or selected by the relevant Manager Participant at its sole discretion.

(c) "Approved Investor" means any Accredited Investor, Expert Investor or Institutional Investor or Professional Investor.

(d) "Expert Investor" shall have the meaning given to it in Section 4A of the SFA or its equivalent in any other jurisdiction.

(e) "Institutional Investor" shall have the meaning given to it in Section 4A of the SFA or its equivalent in any other jurisdiction.

(f) "Investor Participant" means any Approved Investor that has been enabled by at least one Manager Participant to place orders for Securities on the OMAS Platform;

(g) "Order" means an offering bid indicating the quantity of Securities, price and other relevant information which the Subscriber is willing to purchase in any given series which a Manager Participant may invite Subscriber to bid for;

(h) "Manager Participant" means any financial institution that is an Institutional Investor that Covalent has approved to participate on the OMAS Platform from time to time for purposes of entering into an Allocated Transaction (as defined below) with Investor Participants as a result of an Allocation on the OMAS Platform.

(i) "Permitted User" in this Agreement means those of the Subscriber's employees, staff, or agents that have been duly authorised by the Subscriber to access and use the OMAS Platform on the Subscriber's behalf for the purposes of entering into Transactions or for performing related support functions.

(j) "Securities" ” means primary issue bonds, which may or may not have been previously offered to investors, that eligible Investor Participants can place orders in respect of on the OMAS Platform from time to time.

1.2 The Subscriber will be responsible for all transactions or instructions effected or issued, or purported to be effected or issued, by the Subscriber through the OMAS Platform including the Orders and Allocated Transactions ("Transactions") made by the use or purported use of the OMAS Platform by any person, with or without the Subscriber's authority, knowledge or consent, and may not claim against Covalent in respect of any such use or purported use.

1.3 Except where expressly otherwise stated, Covalent may at any time, without notice to the Subscriber and without assigning any reason therefor, and without liability for any inconvenience, loss, damage or injury suffered by the Subscriber or any third party do any of the following: (a) introduce and implement changes or enhancements to the OMAS Platform; (b) limit, suspend or terminate any or all of the Subscriber's access to the OMAS Platform with 30 days' notice; or (c) disallow any Transaction or allow a Transaction subject to such conditions as Covalent sees fit; or revoke or suspend the Subscriber's, or any Permitted User's, right and authority to use the OMAS Platform.

1.4 The Subscriber shall ensure that its Permitted Users (as defined above) are qualified to access and use the OMAS Platform and, where applicable, have the appropriate authorisation to enter into a Transaction on behalf of the Subscriber.

1.5 The Subscriber shall, in using the OMAS Platform, comply with the terms and conditions set out at [insert address for website terms and conditions] relating to the use of Covalent's website, as may be amended or added to from time to time ("Covalent Terms and Conditions"). If any provisions of the Covalent Terms and Conditions conflict with any provisions of this Agreement, the provisions of this Agreement, as between Covalent and the Subscriber, shall prevail.

2  Intellectual Property Rights and Data

2.1 All intellectual property rights in and related to (i) the OMAS Platform and (ii) any data (including data provided by third party suppliers including their affiliates and third party suppliers (collectively, the "Third Party Suppliers"), order data, price, time, volume, execution and other information regarding the Transactions on the OMAS Platform, but excluding Subscriber Information (as defined below)), analytics, research or other information contained in, displayed on or generated by the operation of the OMAS Platform (collectively the "Covalent Data") shall be or remain, as between the Parties, the exclusive property of Covalent (in the case of any data provided by Third Party Suppliers the exclusive property of the Third Party Supplier in question), and the Subscriber shall not obtain any intellectual property rights in or to the OMAS Platform or the Covalent Data (including data provided by Third Party Suppliers) except as expressly set out in this Agreement.

2.2 The Subscriber or its Permitted Users may be required to input information into the OMAS Platform ("Subscriber Information"). The Subscriber shall have the sole responsibility for the reliability, accuracy, quality, integrity and legality of the Subscriber Information, and Covalent shall not be responsible or liable for the loss of such Subscriber Information. Covalent retains the right to record Subscriber activity with respect to the OMAS Platform and all such records shall be the property of Covalent.

2.3 By using the OMAS Platform, the Subscriber consents to the disclosure of Subscriber Information to Covalent's subsidiaries or such other third party for the purpose of enabling the Subscriber to use the OMAS Platform. Such disclosure and use of Subscriber Information may be necessary or inevitable for the purposes of giving effect to any instruction from the Subscriber and/or to facilitate or enable the Subscriber's use of the OMAS Platform.

2.4 The Subscriber acknowledges and consents to the disclosure of certain Subscriber Information (for example, the names of the organisations currently using the OMAS Platform from time to time) for marketing the OMAS Platform to financial institutions, to the extent permitted under applicable laws.

2.5 The Subscriber shall, to the extent legally permissible and reasonably practicable, notify Covalent upon becoming aware of any infringement or misappropriation, or threatened infringement or misappropriation, of any intellectual property rights of Covalent. The Subscriber shall comply with all reasonable requests made by Covalent to protect and enforce Covalent's intellectual property rights in the OMAS Platform and the Covalent Data.

3  Covalent's Obligations

3.1 Covalent is merely an operator of the OMAS Platform and will not allocate any orders placed on the OMAS Platform or be involved directly or indirectly in any marketing of any Securities

3.2 Covalent will not undertake any settlement, underwriting or counterparty risks in any transactions conducted on the OMAS Platform and has no duty or obligation to confirm or investigate the identity or authority of any persons effecting transactions on the OMAS Platform on behalf of the Subscriber or to verify the accurateness or completeness of any Transaction.

3.3 Covalent is not responsible for, nor does it guarantee performance of, any Transaction, regardless of whether it fails to settle as a result of the Authorised Counterparty (as defined below) or any Manager Participant (as the case may be) not fulfilling its obligations in connection with the Transaction or any other reason, and the Subscriber agrees that it has no rights against Covalent and must not proceed against Covalent to collect or recover sums or to enforce any rights in connection with, or as a result of, such Transaction, except to the extent caused by the negligence, fraud or wilful default of Covalent,

3.4 Covalent owes no fiduciary or equitable duties to the Subscriber and nothing in this Agreement shall give rise to such duties.

3.5 Covalent has no duty or obligation to monitor or enforce any restrictions, requirements or rules imposed by any Offering Information (as defined below).

3.6 Covalent has the power to do all things necessary to comply with applicable laws or a request of a governmental authority or to ensure that the OMAS Platform is fair, orderly and transparent.

3.7 The Subscriber is responsible for knowing and fully understanding the risks involved in each Transaction prior to engaging in any activity on the OMAS Platform. Covalent will not provide or cannot be deemed to provide the Subscriber with any investment advice in relation to investments, possible transactions in investments, or financial instruments, neither will Covalent make any investment recommendations, including any advice or recommendation on the merits of any Transaction.

3.8 Covalent makes no representation or warranty as to the completeness or accuracy of any terms and conditions of any offering documents, bond documents including any prospectus, price supplement, offering circular or other similar document, or other information relating to, a new issue offering of Securities ("Offering Information"). The Subscriber acknowledges that:

(a) any Offering Information available on the OMAS Platform, has been collected from or submitted by banks, third party data providers and/or publicly available sources;

(b) the Subscriber shall contact the relevant issuer, broker-dealer or financial advisor for complete information with respect to any new offer of securities and for placement of orders. The Subscriber shall review all materials provided to it by an issuer, broker-dealer or financial advisor prior to making an investment decision;

(c) Covalent does not take any responsibility for the Subscriber's failure to verify the completeness and accuracy of the information provided on the OMAS Platform;

(d) the Subscriber may be subject to a Manager Participant's approval (based on the Manager Participant's customer screening processes and dealing relationship with the Subscriber) for access to Offering Information provided by such Manager Participant's and / or to place orders;

(e) any potential announcement or notice of an offering of Securities on the OMAS Platform, may be accompanied by selling restrictions typically found in documents such as prospectuses, programme agreements and other offer documents issued by a manager or dealer on behalf of the issuer including resale restrictions, restrictions on the jurisdictions in which such securities may be offered and restrictions on the type of investor that such securities may be offered to. Where any potential announcement or notice of an offering of securities on the OMAS Platform is accompanied by such selling restrictions, the Subscriber is deemed to have read and understood the applicable selling restrictions and by participating in any offer, the Subscriber is deemed to have met the relevant requirements for participating in such offer; and

(f) Covalent makes no representation or warranty that any new issue or offering of Securities complies with applicable law (U.S. or non- U.S.) or with respect to the Subscriber's eligibility to be offered or to purchase the Securities in such offering.

4  Subscriber's Obligations

4.1 Each of Covalent and the Subscriber (the "Parties" and each a "Party") is responsible for cooperating with the other Party, including providing any information reasonably requested by one Party to the other Party and providing any assistance that may be required in order to comply with a request from a governmental authority, in relation to any suspension or termination of the access to, or use of, the OMAS Platform, or any investigation conducted in relation to the OMAS Platform.

4.2 The Subscriber agrees to make reasonable efforts to put in orders for Transactions available on the Platform where they become an Authorised Counterparty in relation to at least one Manager Participant

4.3 The Subscriber must notify Covalent as soon as reasonably practicable on the occurrence of any of the following:

(a) a change in the Subscriber's name or legal status with at least five business days' notice in advance of any change taking effect or a change of contact details as soon as reasonably practicable;

(b) a material change or intervention regarding the Subscriber such as enforcement action by a governmental authority or litigation to the extent that it affects the ability of the Subscriber to comply with this Agreement;

(c) any representation or warranty in Clause 5 ceasing to be true and accurate in all respects;

(d) any material changes to the information provided by the Subscriber to support its application to become an Investor Participant (if any);

(e) any material technical failures of or difficulties with the OMAS Platform;

(f) any material breach (or any event which, with the giving of notice or the lapse of time or both, would constitute a material breach) by it of this Agreement; and

(g) any insolvency event including if the Subscriber institutes, or has instituted against it, a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any applicable law, or a petition is presented for its winding-up or liquidation or any analogous event.

4.4 The Subscriber must not take or omit to take any action which results, or is likely to result, in a breach of any applicable law or causes, or is likely to cause, Covalent to breach any applicable law or commit any act or engage in any course of conduct which will be or is likely to be detrimental to the financial integrity, reputation or interests of Covalent or the OMAS Platform.

5  Subscriber's Representations and Warranties

5.1 The Subscriber represents and warrants as of the date hereof and each time it enters into a Transaction that:

(a) it is an Approved Investor;

(b) the information it has provided to support its application to become an Investor Participant (if any) is complete and accurate;

(c) it meets the eligibility criteria established by Covalent or any Manager Participant from time to time to allow access to, and use of, the OMAS Platform;

(d) its systems relevant to participating on the OMAS Platform have been adequately tested and that they conform with Covalent's systems;

(e) it has the power and authority to execute, deliver and perform this Agreement;

(f) it has all necessary rights and licences to submit the Subscriber Information to Covalent as contemplated herein, and its use of any software or equipment (other than those provided by Covalent) to access and use the OMAS Platform shall not violate any third party's intellectual property rights;

(g) it is authorised to enter into the Transactions entered into by it through the OMAS Platform and each of such Transactions, as confirmed by the OMAS Platform, is the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with the terms of such Transactions and this Agreement;

(h) it has complied with all applicable law relevant to the due and proper exercise of its duties under this Agreement; and

(i) it has such personnel, facilities, equipment, operational capability, hardware and software systems, adequate execution, order management, order routing and settlement systems or arrangements in place as are required to engage in participating on the OMAS Platform in accordance with the terms of this Agreement.

6  Participating on the OMAS Platform: Order and Allocation Placement Model

6.1 Subject to the terms and conditions of this Agreement, a Manager Participant(s) that the Subscriber is authorised to place Orders with (each such Manager Participant an "Authorised Counterparty") may from time to time invite the Subscriber to submit an Order. An Order that has been designated for settlement following an Allocation shall result in a bilateral contract ("Allocated Transaction") between such Subscriber and the Authorised Counterparty.

6.2 The terms of the Allocated Transaction shall comprise the terms of the Allocation and any other applicable terms as set out in any agreement between the Subscriber and the Authorised Counterparty and shall be subject to any master agreement or other existing contractual arrangements between the Subscriber and the Authorised Counterparty.

6.3 For the avoidance of doubt, an Allocated Transaction may only arise between the Subscriber and an Authorised Counterparty. Any Order that is subsequently designated as an Allocated Transaction between a Subscriber and a Manager Participant that is not an Authorised Counterparty shall be deemed to be void.

6.4 The Subscriber is fully responsible and liable for all Orders submitted by it or on its behalf by a Permitted User or Authorised Counterparty in the OMAS Platform. Any amendments to a submitted Order shall be made only in the circumstances and in accordance with the requirements prescribed by the Manager Participant to whom the Order is submitted to.

6.5 Subject to any provision in this Agreement providing expressly otherwise, all Allocated Transactions (as defined below) shall be deemed to be binding and enforceable.

6.6 Any amendment of Allocated Transactions shall be made only in the circumstances and in accordance with the requirements prescribed herein. If the Subscriber and the Manager Participant that are parties to an Allocated Transaction mutually agree to amend that Allocated Transaction as a result of an error transaction for any reason, they shall notify Covalent in accordance with the terms of Clause 10 by the end of the next business day from when the error transaction occurred and in the manner prescribed by Covalent. Such notification shall, at the minimum, include the Security, price, Authorised Counterparty, Order date and time and settlement date for that Transaction.

6.7 The Subscriber is responsible for settling Transactions with the Authorised Counterparty, as applicable. Notwithstanding any suspension or restriction of the Subscriber's access to, or use of, the OMAS Platform, the Subscriber shall remain liable to settle all Transactions that are outstanding at the time of the suspension or restriction.

7  Limitation of Liability and Disclaimers

7.1 All information made available to the Subscriber as part of the OMAS Platform is made available based on publicly available sources or from third-party data providers and has not been independently verified by Covalent. Covalent makes no representation or warranty express or implied as to and no reliance should be placed on, the fairness, reliability, accuracy, completeness, timeliness or correct sequencing of the information.

7.2 The Subscriber's use of the OMAS Platform is solely at its own risk. Further, Covalent does not warrant that the Subscriber's use of the OMAS Platform will be uninterrupted or error-free; or that the OMAS Platform, and/or the information obtained by the Subscriber through the OMAS Platform will meet the Subscriber's requirements and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Subscriber acknowledges that the OMAS Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 Notwithstanding anything in this Agreement, nothing in this Agreement will exclude or restrict to an extent prohibited by law any duty or liability Covalent may have to the Subscriber or exclude or restrict any claim which can be directly attributable to the Parties' negligence, wilful default or fraud.

7.4 The Subscriber will indemnify, protect and hold harmless Covalent, its affiliates, and their respective directors, officers, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, penalties, damages or costs resulting directly or indirectly from or arising out of the Subscriber's use of the OMAS Platform, save in the event of Covalent's wilful default, gross negligence or fraud.

7.5 Covalent is required as a condition of access or continued access to data, information or other services that are included in the service offered by the OMAS Platform (the "Services") to comply with terms required by relevant Third Party Suppliers. Those terms that shall be legally binding on the Subscriber are as follows:

(a) To the extent that the Services include information made available by IHS Markit ("Markit") the Subscriber acknowledges that the following additional disclaimers shall apply:

(i) Neither Markit, its affiliates nor any third party data or service provider makes any warranty, express or implied, as to the accuracy, completeness or timeliness of the data contained herewith nor as to the results to be obtained by recipients of the data.

(ii) Neither Markit, its affiliates nor any third party data or service provider shall in any way be liable to any recipient of the data for any inaccuracies, errors or omissions in the Markit data, regardless of cause, or for any damages (whether direct or indirect) resulting there from. Opinions, estimates and projections in this report do not reflect the opinions of Markit or its affiliates. Markit has no obligation to update, modify or amend its report or to otherwise notify a reader thereof in the event that any matter stated therein, or any opinion, projection, forecast or estimate set forth therein, changes or subsequently becomes inaccurate.

(iii) Without limiting the foregoing, neither Markit, its affiliates nor any third party data or service provider shall have any liability whatsoever to the Subscriber, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Subscriber as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by the Subscriber or any third party, whether or not based on the data, content, information or materials contained therein. All intellectual property and other proprietary rights comprised in the Markit data are and shall be the exclusive property of Markit.

(iv) The Subscriber further agrees that it shall not use any information made available by Markit for the purposes of designing, creating, improving, providing, administering, calculating, pricing or otherwise supporting any index or other financial product or service (including any algorithm, model, mapping service, benchmark, index, identifier, instrument, reference data, pricing service, valuation service, any other analytics or any trading platform or pre- or post-trade servicing platform or to store or create a historical database thereof.

(b) To the extent that the Services include information made available by Thomson Reuters ("TR") the Subscriber acknowledges that the following additional disclaimers shall apply:

(i) All warranties, conditions and other terms implied by statute or common law including, without limitation, warranties or other terms as to suitability, merchantability, satisfactory quality and fitness for a particular purpose, are excluded to the maximum extent permitted by applicable law. Unless expressly provided, the information made available by TR and accessible by the Subscriber as part of the Services ("TR Information") is delivered as is without warranty of any kind.

(ii) TR does not warrant or represent that TR Information will be delivered free of any inaccuracies, interruptions, delays, omissions or errors ("Faults"), or that all Faults will be corrected. TR shall not be liable for any damages resulting from any such Faults. The Subscriber assumes sole responsibility and entire risk as to the suitability and results obtained from the use of the TR Information, and any decisions made or actions taken based on the TR Information. The Subscriber is solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the TR Information. In no event shall TR or its third party providers be liable for any penalties, interest or taxes assessed by any governmental or regulatory authority.

(iii) The Subscriber further acknowledges that the TR Information is for general information purposes only and does not constitute financial, tax and accounting, medical, legal or other professional advice. Some TR Information may contain the opinions of third parties, and TR is not responsible for these opinions. Likewise, TR is not responsible for any damages resulting from any decisions made by the Subscriber that are made in reliance of the TR Information. In this regard, the Subscriber agrees that it uses the TR Information at its own risk.

8  Subscriber Fees

OMAS is expected to be free for use by Subscribers and/or Investor Participants (as the case may be). However, Covalent reserves the right at any time to charge fees for access to portions of the OMAS Platform or the OMAS Platform as a whole. If at any time Covalent requires a fee for portions of the OMAS Platform or the OMAS Platform as a whole ("Paid Portions"), the Subscriber will be given 90 days' notice of such decision by Covalent to charge fees and will not be charged any such fee without the Subscriber's prior consent. At the end of such 90-day period, in the event that the Subscriber does not consent to payment of fees for use of the Paid Portions, Covalent will remove the Subscriber's access to the Paid Portions. For the avoidance of doubt, in the event that the Subscriber does not consent to payment of fees for use of the Paid Portions, the Subscriber will still be able to access and use the portions of the OMAS Platform which do not require payment for use of (if any). In the event that the Subscriber consents to payment of fees for the Paid Portions, Covalent will require the Subscriber to provide valid, up-to-date and complete credit card details or approved purchase order information acceptable to Covalent and any other relevant valid, up-to-date and complete contact and billing details. The Subscriber shall pay all fees and charges incurred through the Subscriber's account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale by Covalent.

9  Term and Termination

9.1 This Agreement shall be effective upon the Subscriber's first use of the OMAS Platform and continue, until terminated in accordance with the remainder of Clause 9 (the "Term").

9.2 Either Covalent or Subscriber may terminate this Agreement at any time with 30 business days' notice provided that Covalent may in its reasonable discretion waive some or all of the notice period or impose reasonable conditions or restrictions, including requiring a longer notice period (no more than 2 calendar months) to the extent necessary to ensure that the OMAS Platform is fair, orderly and transparent.

9.3 Covalent may terminate this Agreement or suspend its performance of all or any obligations under it immediately and without liability for compensation or damages if:

(a) Subscriber is, in Covalent's sole discretion, in breach of the terms of this Agreement; or

(b) Covalent, acting reasonably and in good faith, considers such termination necessary to comply with any applicable laws.

9.4 Upon expiration or earlier termination of Subscriber's use of the OMAS Platform, (i) all rights granted to Subscriber in relation to the OMAS Platform pursuant to this Agreement will terminate effective as of the effective date of termination; and (b) Covalent shall have no obligation to provide the OMAS Platform to Subscriber after the effective date of the termination.

9.5 Termination of this Agreement in accordance with this section shall not affect any accrued rights or liabilities of either Covalent or Subscriber.

10  Notices

10.1 Any notice or other communication to be given under this Agreement must be in writing (which includes email) and must be delivered or sent by post or email to the Party to whom it is to be given at its registered address or at any such other address or email address of which it or he shall have given notice for this purpose to the other Parties under this Clause.

10.2 Any notice or other communication shall be deemed to have been given (i) if delivered, on the date of delivery; (ii) if sent by post, on the second business day after it was put into the post; or (iii) if sent by email, at the time that it is received in the recipient's inbox.

11  General

11.1 This Agreement and its contents are confidential. Each Party will treat all information relating to the other Party or its clients as confidential. Neither Party may directly or indirectly make any announcement or disclosure relating to any confidential information unless (a) required by applicable law or the rules of any recognised investment exchange, (b) the information is properly disclosed to the professional advisers, auditors or bankers of the disclosing Party, provided that the recipient first agrees not to disclose the information, (c) the information is in the public domain, other than through a breach of this Clause, (d) the Party to which the information relates has consented to the announcement or disclosure.

11.2 Subscriber shall not (nor shall it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare or dispose of any right or interest in it without the prior written consent of Covalent.

11.3 Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

11.4 This Agreement and the Covalent Terms and Conditions contain the entire agreement between the Parties relating to the transactions contemplated by this Agreement.

11.5 Covalent shall have no liability to the Subscriber under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Covalent or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

11.6 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that shall not in any way affect or impair (a) the validity, legality or enforceability in that jurisdiction of any other provision of this Agreement; or (b) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

11.7 Except as otherwise provided in this Agreement, this Agreement may not be changed, altered, waived or terminated without the written consent of the Parties.

11.8 This Agreement may be executed in any number of counterparts. Any Party may enter into this Agreement by executing any counterpart but this Agreement shall not be effective until each Party has executed at least one (1) counterpart. Each counterpart shall constitute an original of this Agreement but all the counterparts together constitute the same instrument.

11.9 No breach by any Party of any provision of this Agreement shall be waived or discharged except with the express written consent of the other Parties. No failure or delay by Covalent in exercising any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege and no single or partial exercise by Covalent of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law or otherwise.

11.10 The Parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) by any person who is not a party to this Agreement except any (i) Third Party Supplier to the extent that any of the clauses in Clause 7.5 have been breached by the Subscriber, (ii) any affiliate of Covalent or (iii) a successor to substantially all of Covalent's relevant assets or business, or to its corporate successor as a result of any merger, spin-off, consolidation, initial public offering or any similar corporate reorganisation, provided that in the case of (iii), any such person has regulatory approval, if necessary, and is permitted to provide and operate the OMAS Platform.

12  Governing Law and Dispute Resolution

The laws of Singapore shall govern this Agreement, and the Parties agree to submit to the exclusive jurisdiction of the Courts of Singapore.