RULES AND REGULATIONS FOR THE STRUCTURED MARKET EVENT (SME)

READ THESE RULES AND REGULATIONS CAREFULLY BEFORE USING THE SITE. BY USING OR ACCESSING THE SITE OR BY EXECUTING A SERVICES AGREEMENT WITH RMM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE RULES AND REGULATIONS AND THAT YOU ACCEPT AND AGREE THESE RULES AND REGULATIONS.

RMM and/or its Affiliates shall have the right to change, modify, amend, add, eliminate and establish these Rules and Regulations applicable to the conduct of the SME or any other matter related thereto, by posting said modifications, amendments, additions, deletions and/or new dispositions on the Site. Any said changes shall be binding on all Clients, Bidders and any User or other person twenty fours hours after being posted on the Site.

Note: The Terms herein shall have the meanings as set forth in Section 16 of the Terms of Use.

1.- RULES SPECIFICALLY APPLICABLE TO ALL BIDDERS.

1.1 Each Bidder shall carefully review each RFQ related to the supply of the RFQ Products and Services which is provided in connection with a SME.

1.2 Potential Bidders shall, as directed, provide RMM and/or its Affiliates or Licensees with the samples and/or technical proposals of the RFQ Products and Services, for evaluation thereof by the Client or Licensee Client, as applicable. RMM and/or its Affiliates or Licensees shall notify the Potential Bidders of the results of the evaluation of such samples and technical proposals.

1.3 Potential Bidders which have qualified as Qualified Bidders shall be invited to participate in the Electronic Bidding Event corresponding to the relevant SME, and shall comply with all terms of the Final RFQ.

1.4 Only bids covering Complete Lots will be accepted. No Bids for partial lots will be accepted, unless specified in the RFQ.

1.5 Qualified Bidders shall make their bids only through the auction procedure set forth by RMM and/or its Affiliates, save for any exceptions expressly determined by RMM and/or its Affiliates. All bids transmitted by a Qualified Bidder through RMM and/or its Affiliates will be considered and constitute firm and irrevocable bids to sell the RFQ Products and Services to the Client or Licensee Client, as applicable, pursuant to the provisions of the Final RFQ and the Electronic Bidding Event. Bids are not subject to withdrawal.

1.6 Bidders shall immediately notify RMM and/or its Affiliates of any Difficulty that might arise at any time during the SME, including the Electronic Bidding Events. During an Electronic Bidding Event, any Qualified Bidder shall, within five minutes following the designation of a Complete Lot as a Paused Auction, notify RMM and/or its Affiliates of any Difficulty. If RMM and/or its Affiliates, at their sole discretion, determine that a Qualified Bidder was placed in a disadvantageous position due to any Difficulties, RMM and/or its Affiliates shall make all reasonable efforts to solve the problem, and the Qualified Bidder shall be entitled to go back to the Open Auction.

1.7 In addition to any other remedy afforded to RMM and/or its Affiliates, RMM and/or its Affiliates shall be entitled to exclude any Bidder from participating in any future SME or from using the Site in case of the Bidder's breach of any provision of the Terms of Use or these Rules and Regulations, or the Final RFQ, or any other unacceptable conduct.

2.- RULES SPECIFICALLY APPLICABLE TO THE CLIENT.

2.1 At the request of RMM and/or its Affiliates, the Client shall timely provide all information needed for provision of the Services. The Client represents and warrants and agrees that all information to be provided by it shall be updated, complete, accurate and properly acquired by the Client.

2.2 RMM and/or its Affiliates and the Client shall agree upon a mutually acceptable activity schedule to conduct the SME, including the date and time for each Electronic Bidding Event. The Client shall give RMM and/or its Affiliates written notice of the Client's intention to schedule a SME as soon as practicable, but no less than fifteen (15) business days prior to the date of the first activity of such SME.

2.3 The Client agrees to cooperate with RMM and/or its Affiliates in the structure, preparation and conduct of a SME and in the development of the Draft RFQ, based on the Client Information.

2.4 After development of the Draft RFQ, it shall be approved by the Client in writing. After approval of the Draft RFQ and with the Client's written instructions, the Executive Market Maker shall post on the Site the Draft RFQ approved by the Client.

2.5 Upon expiration of a question and answer period with respect to the Draft RFQ provided for therein and after receipt of the Client's written instructions, RMM and/or its Affiliates shall post on the Site the Final RFQ approved by the Client. The Client and each Licensee Client, as applicable, agree to comply with all terms of the Final RFQ.

2.6 RMM and/or its Affiliates or Licensees shall promptly deliver to the Client or Licensee Client all samples and technical proposals for the RFQ Products and Services that they receive from any Potential Bidder. The Client shall evaluate all samples and technical proposals and notify RMM and/or its Affiliates in writing the results of such evaluations.

2.7 Before commencement of any Electronic Bidding Event, the Client shall notify RMM and/or its Affiliates in writing which Potential Bidder(s) qualify as Qualified Bidder(s). The Qualified Bidders shall be invited to participate in the Electronic Bidding Event of the corresponding SME.

2.8 The Client or Licensee Client, as applicable, shall not, on its own account, negotiate with any Bidder regarding the RFQ Products and Services.

2.9 The Client or Licensee Client, as applicable, shall respect the composition of the Complete Lots described in the Final RFQ, and shall execute buy-sell agreements for Complete Lots with the Winning Qualified Bidder(s) if the price offered to the Client or Licensee Client, as applicable, is equal to or lower than the Reservation Price.

2.10 The Client or Licensee Client, as applicable, shall not conduct any price negotiations other than pursuant to the Electronic Bidding Event procedure, but may clarify final details with the Winning Qualified Bidder after the Electronic Bidding Event.

3.- RULES APPLICABLE TO THE CLIENT, LICENSEE CLIENT AND THE BIDDERS.

3.1 RMM and/or its Affiliates agree to grant the Client, Licensee Client and the Bidders the non-exclusive right to access the Site and/or the Market pursuant to these Rules and Regulations and the Terms of Use. RMM and/or its Affiliates shall conduct all SME for the benefit of the Client in order to assist the Client or Licensee Client, as applicable, in its efforts to acquire RFQ Products and Services.

3.2 RMM and/or its Affiliates shall have the discretionary right to adopt or make any measures, procedures, decisions and/or actions deemed appropriate for the operation of the Market, and each such measures, procedures, decisions and/or actions shall be final and binding upon the Client, Licensee Client, the Bidders and any other User except as provided in Section 14.8 of the Terms of Use. RMM and/or its Affiliates shall be entitled to accelerate, suspend, delay, stop, cancel or postpone the Electronic Bidding Event for any justified reason, at any time and without prior notice. Justified reason shall mean, among other things: (i) any breach by the Client or Licensee Client, as applicable, of these Rules and Regulations for the SME, the Services Agreement, the License Agreement or the Terms of Use of the Site; (ii) any breach by a Bidder of these Rules and Regulations for the SME or the Terms of Use of the Site; or (iii) any conduct of the Client or Licensee Client, as applicable, or a Bidder which is considered unacceptable by RMM and/or its Affiliates.

3.3 All parties shall prohibit any unethical behavior and shall notify RMM and/or its Affiliates of any practices, which are illegal, inappropriate or detrimental to the proper operation of the Market that may come to their attention.

3.4 It is expressly agreed by each User that at the time any Qualified Bidder is designated as Winning Qualified Bidder and is notified of its designation, a binding agreement between the Client or Licensee Client, as applicable, and the Winning Qualified Bidder is created for the purchase and sale of the RFQ Products and Services in accordance with the terms of the Winning Qualified Bid.

3.5 RMM and/or its Affiliates shall not divulge the identity of Bidders during an SME. To maintain the private identity of Qualified Bidders during an Electronic Bidding Event, RMM and/or its Affiliates shall assign a private identification code to each Qualified Bidder.

3.6 These Rules and Regulations are intended to be and shall be binding upon all Users with respect to all SME, present or future, conducted by RMM and/or its Affiliates where the Bidder might participate.

4.- GENERAL PROVISIONS.

4.1Governing Law. These Rules and Regulations shall be construed, and any claim, whether based on contract, tort or otherwise, arising herefrom shall be settled, pursuant to the laws of the State of California, without giving effect to any principles of conflicts of laws.

4.2 A printed version of these Rules and Regulations and of any notice given in electronic form based upon or relating to these Rules and Regulations, shall be admissible in any judicial, administrative or arbitration proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.