Common use of Agent for Service; Submission to Jurisdiction; Waiver of Immunities Clause in Contracts

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee against the Issuer arising out of or based upon the Indenture or the Notes Notes, or against a Note Guarantor under its Note Guarantee, may be instituted in any state or federal court in the Borough of Manhattan in The City of New York and County of York, New York and York, or in the courts of their respective corporate domiciles, domicile in respect of actions brought against any of them as defendantsa defendant. The Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to which they may be entitled on account of their place of residency or domicile. The Issuer and the Note Guarantors (other than CEMEX Corp.Vitro Packaging) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, CT Corporation System as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan in The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXVitro Envases Norteamérica, S.A.B. S.A. de C.V. XxAv. Pxxxx Xxxxxxx Xxxxxxx 200-2 Col. Vxxxx Oriente San Pxxxx Xxxxx Gxxxxx, X.X. C.X. 00000 Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 TelAttention: +5281General Counsel Telephone: +00 (00) 0000-88880000 Fax: +00 (00) 0000-8888 0000 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: :____________________ Your Signature: :___________________ Signature Guarantee: :______________________________ (Signature must be guaranteed) _________________________________________________________________________________________________________ Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.9 or Section 3.18 of the Indenture, check either box: o o

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer (a) By the execution and delivery of this Agreement, the Note Guarantors have agreed that Company hereby irrevocably designates and appoints Xxxxxx & Xxxxxx LLP as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Underwriter or proceeding by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court Company in the City of New York and Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in the courts connection therewith. The Company expressly accepts jurisdiction of their respective corporate domiciles, any such court in respect of actions brought against them as defendantsany such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Note Guarantors (Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other than CEMEX Corp.) have action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Shares, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Shares in any Federal or state or federal court sitting in the City County of New York and County of New York. To the extent hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the Issuer and sale of the Note Guarantors have Shares or hereafter may acquire this Agreement rendered by any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such Federal court or from set-off state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters or any legal person controlling an Underwriter to serve any process (whether service or notice, attachment notice of motion or other application in aid any other manner permitted by law or otherwise) with respect limit or affect the right of the Underwriters or any person controlling an Underwriter to itself bring any action or proceeding against the Company or any of its propertyproperties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Underwriters to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from the sale of the Shares or this Agreement brought by the Company, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead Underwriters or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noperson controlling an Underwriter.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Subsidiary Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Company and the Subsidiary Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to which any of them may be entitled, on account of place of residence or domicile. The Note Company and the Subsidiary Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, CT Corporation System with offices currently at 000 Xxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer Company and the Note Subsidiary Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Company and the Note Subsidiary Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXDesarrolladora Homex, S.A.B. S.A. de C.V. Xx. Xxxxxxx Gutemberg #219 Colonia Nueva Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxxxxx, Nuevo Xxxx11590 Mexico City, México 66265 Tel: +5281-8888-8888 Mexico ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company hereby irrevocably designates and appoints Xxxxxxx & Associates as the Note Guarantors have agreed that authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Units in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding against cannot be made in the Issuer manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any Note Guarantor brought by any Holder successor convention or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantstreaty. The Note Guarantors (other than CEMEX Corp.) have Company hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Securities, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Securities in any federal or state or federal court sitting in the City County of New York and County of New York. To the extent hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the Issuer and sale of the Note Guarantors have Units or hereafter may acquire this Agreement rendered by any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such federal court or from set-off state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any legal other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process (whether service or notice, attachment notice of motion or other application in aid any other manner permitted by law or otherwise) with respect limit or affect the right of the Underwriters to itself bring any action or proceeding against the Company or any of its propertyproperty in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the Issuer execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Note Guarantors have irrevocably waived and agreed not Underwriters to plead or claim such immunity in respect the nonexclusive jurisdiction of its obligations under the Indenture courts of the State of New York, or the Notes. The Issuer will furnish to federal courts sitting in the County of New York in connection with any Holder upon written request and without charge to action or proceeding arising from the Holder a copy sale of the Indenture which has in it Units or this Agreement brought by the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in Company or the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoUnderwriters.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Each of the Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have has appointed CEMEX NY Corporation, CT Corporation System with offices currently at 000 Xxxxxxx Xxxxx Xxxxxx, 00xx Xxxxxxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes Securities which may be instituted in any state U.S. Federal or federal New York State court in the Borough of Manhattan, The City of New York and County of York, New York. To Each of the extent Company and the Guarantor has agreed that any suit, action or proceeding against the Company or the Guarantor, as applicable, brought by any Holder or the Trustee arising out of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under based upon the Indenture or the NotesSecurities may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan, The City of New York, New York. Each of the Company and the Guarantor has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury, any objection it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer will Company shall furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeSecurity. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 [FORM OF] ASSIGNMENT FORM To assign this NoteSecurity, fill in the form belowbelow and have your signature guaranteed: I (I) or we (we) assign and transfer this Note to Security to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note Security on the books of the IssuerCompany. The agent may substitute another to act for him. DateDated: Your Name: (Print your name exactly as it appears on the face of this Security) Your Signature: (Sign exactly as your name appears on the face of this Security) Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange increase or decrease Amount of decrease in Principal Amount principal amount of this Global Note Security Amount of increase in Principal Amount principal amount of this Global Note Security Principal Amount amount of this Global Note Security following such decrease or increase Signature of authorized signatory officer of Trustee NOTATION OF GUARANTEE Pursuant to the Indenture, dated as of February 12, 2015 (the “Indenture”), among Cencosud S.A., as issuer (the “Company”), Cencosud Retail S.A., as guarantor (the “Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Paying Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent, the Guarantor, subject to the provisions of Article XI of the Indenture, hereby irrevocably and unconditionally guarantees, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns and to any agent appointed thereunder and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or Note Custodianthe obligations of the Company thereunder, that: (a) the principal of and interest, Additional Amounts, if any, and premium, on the Securities, shall be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder or any agent appointed under the Indenture, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The obligations of the Guarantor to the Holders of Securities and to the Trustee and any such agents pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the same, agrees to and shall be bound by such provisions. Capitalized terms used but not defined herein will have the meaning given them in the Indenture. THIS NOTATION OF GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK CENCOSUD RETAIL S.A., as Guarantor By Name: Title: By Name: Title: EXHIBIT 2 to RULE 144/REGULATION S APPENDIX FORM OF CERTIFICATE TO BE DELIVERED BY TRANSFERORS IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S [Date] Cencosud S.A. Xx. Xxxxxxx 0000, 6th floor, Las Xxxxxx Xxxxxxxx, Chile Attention: Xxxx Xxxxxx Xxxxxx Telephone: +00 (0) 0000-0000 Fax: +00 (0) 0000-0000 The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 7E New York, New York 10286 USA Attention: International Corporate Trust Fax: 000-000-0000 Re: Cencosud S.A. (the “Company”)

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer has irrevocably appointed Cogency Global Inc., with address at 122 East 42nd Street, 18th Floor, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in the United States District Court for the Southern District of New York or in any New York State court (in either case sitting in Manhattan, New York City). Each of the Issuer and the Note Guarantors have agreed that waives any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors immunity (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waivedincluding sovereign immunity), to the fullest extent permitted by applicable law, trial by jury and any objection from suit, action, proceeding or jurisdiction to which it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding might otherwise be entitled in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state U.S. federal or federal New York State court in the Borough of Manhattan, the City of New York and County of New York. To the extent that or in any of the Issuer and the Note Guarantors have competent court in Peru or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the NotesCyprus. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. CAMPOSOL S.A. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xx Xxxxx del 000 Xx Xxxxx xx Xxxxxxxxx Xxxxx XxxxxxXxxx 00, Nuevo XxxxPerú Fax: + 000 000-0000 NOTATION OF NOTE GUARANTEE For value received, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Notethe undersigned Guarantor (which term includes any successor Person under the Indenture) has unconditionally Guaranteed, fill to the extent set forth in the form below: I or we assign Indenture dated as of February 3, 2020 (as amended from time to time, the “Indenture”) among the Issuer, the Parent Guarantor, and The Bank of New York Mellon as trustee, registrar, transfer agent and paying agent, as principal obligor and not merely as a surety, the cash payments in United States Dollars of principal, premium, if any, and interest on this Note to (Print or type assignee’s nameand including premium and Additional Amounts payable thereon, address if any) in the amounts and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note at the times when due, together with interest on the books overdue principal, premium, if any, and interest, if any, on the Notes, if lawful, and the payment or performance of all other obligations of the IssuerIssuer under the Indenture and the Notes, all in accordance with and subject to the terms and conditions of the Notes and the Indenture. The agent may substitute another obligations of the Guarantors to act the Holders of the Notes and to the Trustee are expressly set forth in Article VII of the Indenture and reference is hereby made to the Indenture for himthe precise terms of the Note Guarantee. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on Capitalized terms used but not defined herein shall have the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership meanings ascribed to them in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodianthe Indenture.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have Company has agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York York, New York, United States, and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsany appellate court from any thereof. The Note Guarantors (other than CEMEX Corp.) have Company has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, FLAG Telecom Holdings Ltd. as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXFLAG Telecom Holdings Limited 3rd Floor, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx 000 Xxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxxxx X0X 0XX Facsimile No.: (00) 000-000-0000 Attention: Xxxxxx Xxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 General Counsel ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s 's name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or Notes, the Guarantees and any Note Guarantor brought by any Holder supplemental indenture or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Manhattan; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Issuer and each of the Guarantors (other than CEMEX Corp.) have has appointed CEMEX NY CorporationLaw Debenture Corporate Services Inc., 000 Xxxxxxx Xxxxxx400 Madison Avenue, 00xx 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, as each of their its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Indenture, the Indenture Notes or the Notes which transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment will be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be instituted necessary to continue such appointment in any state or federal court full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer will be deemed, in the City every respect, effective service of New York and County of New York. To the extent that any of process upon the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or any Note Guarantor brought by any Holder Notes and the Guarantees or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Manhattan; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Guarantors (other than CEMEX Corp.Issuer and the Guarantor(s) have appointed CEMEX NY CorporationCorporation Service Company, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, 00xx XxxxxXxxxx 000, Xxx Xxxx, XX 0000000000 0000, Xxxxxx Xxxxxx xx Xxxxxxx as each of their its authorized agent upon whom all writs, process and summonses may be served in any such any suit, action or proceeding arising out of or based upon with respect to this Indenture, the Indenture Notes, the Guarantee or the Notes which may be instituted transactions contemplated hereby or thereby brought in any state U.S. federal or federal New York State court located in the City of New York and County State of New York, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). To The Issuer and each Guarantor expressly and irrevocably submits to the extent non-exclusive jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each Guarantor represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and each Selling Shareholder not located in the Note Guarantors have agreed that United States (each, a “Non-U.S. Selling Shareholder”) hereby irrevocably designates and appoints SodaStream USA, Inc. as the authorized agent of the Company and such Non-U.S. Selling Shareholders upon whom process may be served in any suit, proceeding or other action against the Company or any non-U.S. Selling Shareholder instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company or a non-U.S. Selling Shareholders in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Offered Shares in connection therewith. The Company and each Selling Shareholder expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company or the Selling Shareholders, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company and each Selling Shareholder further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company and such Selling Shareholder in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding against cannot be made in the Issuer manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any Note Guarantor brought by any Holder successor convention or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantstreaty. The Note Guarantors (other than CEMEX Corp.) have Company and each Selling Shareholder hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Offered Shares, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Offered Shares in any Federal or state or federal court sitting in the City County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Offered Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Underwriters to bring any action or proceeding against the Company, any Selling Shareholder or any of their respective property in the courts of any other jurisdiction. The Company and each Selling Shareholder further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company and each Selling Shareholder hereby agrees with the Underwriters to the nonexclusive jurisdiction of the courts of the State of New York, or the Federal courts sitting in the County of New York. To York in connection with any action or proceeding arising from the extent that any sale of the Issuer and Offered Shares or this Agreement brought by the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture Company or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoUnderwriters.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and delivery of this Agreement, the Note Guarantors have agreed that Company hereby designates and appoints Rosetta Genomics Inc., a Delaware corporation, as the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter (within the meaning of either the Act or the Exchange Act) as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of the Securities in connection therewith. The Company expressly accepts jurisdiction of any federal or state court sitting in the County of New York in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect effective service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Underwriters to bring any action or proceeding against the Issuer Company or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and its property in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsany other jurisdiction. The Note Guarantors (other than CEMEX Corp.) have Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Securities, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Securities in any Federal or state or federal court sitting in the City County of New York and County hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of New Yorkall appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Securities or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have it hereby irrevocably waived and agreed not to plead or claim waives such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge above-referenced documents, to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noextent permitted by law.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer 17.1 By the execution and delivery of this Agreement, the Note Guarantors have agreed that Company hereby irrevocably designates and appoints Rosetta Genomics Inc. as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Underwriter or proceeding by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court Company in the City of New York and Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in the courts connection therewith. The Company expressly accepts jurisdiction of their respective corporate domiciles, any such court in respect of actions brought against them as defendantsany such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Note Guarantors (Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other than CEMEX Corp.) have action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Shares, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Shares in any Federal or state or federal court sitting in the City County of New York and County of New York. To the extent hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the Issuer and sale of the Note Guarantors have Shares or hereafter may acquire this Agreement rendered by any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such Federal court or from set-off state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters or any legal person controlling an Underwriter to serve any process (whether service or notice, attachment notice of motion or other application in aid any other manner permitted by law or otherwise) with respect limit or affect the right of the Underwriters or any person controlling an Underwriter to itself bring any action or proceeding against the Company or any of its propertyproperties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Underwriters to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from the sale of the Shares or this Agreement brought by the Company, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead Underwriters or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noperson controlling an Underwriter.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or any Notes and the Note Guarantor brought by any Holder Guarantees or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Manhattan; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as Issuer and each of their the Guarantors has appointed CT Corporation as its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Indenture, the Indenture Notes or the Notes which may be instituted in transactions contemplated hereby or thereby, and any action brought under U.S. federal or state or federal securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the City Trustee it being understood and agreed that S.D. Xxxxxx Company, 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000 (Attention: Ms. Xxxxx Manchester, Vice President and General Counsel), shall be deemed an agent acceptable to the Trustee. The Issuer and each of New York the Guarantors represents and County warrants that the Authorized Agent has agreed to act as said agent for service of New York. To the extent that any process, and each of the Issuer and the Note Guarantors have or hereafter may acquire Parent agrees to take any immunity (sovereign or otherwise) from any legal and all action, suit or proceeding, from jurisdiction including the filing of any court or from set-off or any legal and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process (whether upon the Authorized Agent and written notice of such service or noticeto the Issuer shall be deemed, attachment in aid or otherwise) with respect to itself or any every respect, effective service of its property, process upon the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer (a) By the execution and delivery of this Agreement, the Note Guarantors have agreed that Company hereby irrevocably designates and appoints Loeb as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Underwriter or proceeding by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court Company in the City of New York and Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in the courts connection therewith. The Company expressly accepts jurisdiction of their respective corporate domiciles, any such court in respect of actions brought against them as defendantsany such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Note Guarantors (Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other than CEMEX Corp.) have action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Shares, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Shares in any Federal or state or federal court sitting in the City County of New York and County of New York. To the extent hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the Issuer and sale of the Note Guarantors have Shares or hereafter may acquire this Agreement rendered by any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such Federal court or from set-off state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters or any legal person controlling an Underwriter to serve any process (whether service or notice, attachment notice of motion or other application in aid any other manner permitted by law or otherwise) with respect limit or affect the right of the Underwriters or any person controlling an Underwriter to itself bring any action or proceeding against the Company or any of its propertyproperties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Underwriters to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from the sale of the Shares or this Agreement brought by the Company, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead Underwriters or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noperson controlling an Underwriter.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed Company irrevocably (i) agrees that any suitaction, action suit or proceeding against the Issuer or any Note Guarantor Company brought by any Holder Holder, Initial Purchaser, agent or the Trustee Underwriter or any person who controls any Initial Purchaser arising out of or of, based upon or relating to this Agreement or any of the Indenture or the Notes transactions contemplated hereby may be instituted in any federal or state or federal court in the City of New York and County of New York and in the courts of their respective corporate domicilesCity, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.ii) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection it which either may now or hereafter have to the laying of venue of any such proceeding, proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction of any claim it may now federal or hereafter have that any proceeding state court in New York City in any such court is brought in an inconvenient forumaction, suit or proceeding. The Note Guarantors Company represents, warrants and agrees that, prior to the Closing Date, the Company will have designated and appointed CT Corporation System as its authorized agent (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000the “Authorized Agent,” which term, as each of their authorized agent used herein, includes any successor in such capacity) upon whom all writs, process and summonses may be served in any suitsuch action, action suit or proceeding arising out of, based on or relating to this Agreement or any of or based upon the Indenture or the Notes transactions contemplated hereby which may be instituted in any federal or state or federal court in the City of New York City by any Holder, Initial Purchaser, agent or Underwriter or any person who controls any Initial Purchaser, expressly consent to the jurisdiction of any such court in respect of any such action, suit or proceeding and County waive any other requirements of New Yorkor objections to personal jurisdiction with respect thereto. To Such appointment shall be irrevocable. The Company represents, warrants and agrees that, prior to the extent Closing Date, the Authorized Agent will have agreed to act as such agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments and the payment of all fees, that may be necessary to effect and to continue such appointment in full force and effect as aforesaid for so long as any of the Issuer Securities shall be outstanding and until the principal of, premium, if any, and interest on, and any and all other amounts payable under or with respect to, this Agreement, the Securities and the Note Guarantors Registration Rights Agreement shall have been paid in full. The Company agrees that service of process upon the Authorized Agent and written notice of such service to the Company (mailed or hereafter may acquire delivered to its Secretary at the Company’s principal office at Six City Place Drive, Creve Coeur, Missouri 63141) shall be deemed, in every respect, effective service of process upon the Company in any immunity (sovereign or otherwise) from any legal such action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City Borough of Manhattan, New York and County of City, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Company and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Corporation Service Company as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any federal or state or federal court in the City Borough of Manhattan, New York and County of New YorkCity. To the extent that any of the Issuer Company and the Note Guarantors have has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Issuer Company and the Note Guarantors have has irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx MDC Partners Inc. 000 Xxxxx Xxxxxx, Nuevo 0xx Xxxxx Xxx Xxxx, México 66265 TelXxx Xxxx 00000 Attention: +5281General Counsel Telephone: (000) 000-88880000 Facsimile: (000) 000-8888 0000 [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ______________________________________________ (Print or type assignee’s name, address and zip code) ______________________________________________ (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.) and irrevocably appoint _________________________ as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: :____________________ Your Signature: :_______________________ Signature Guarantee: :__________________________________ (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. .] [To be attached to Global Notes only: SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian ] OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or 3.21 of the Indenture, check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxxxxx (41st floor), Xxx Xxxx, XX 00000XX, 00000 (U.S.A.) as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.12 or 3.8 of the Indenture, check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuers and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CT Corporation, 000 Xxxxxxx Xxxxxx111 Eighth Avenue, 00xx XxxxxNew York, Xxx Xxxx, XX 00000, as New York 10011as each of their authorized agent upon whom all writsauthorixxx xxxxx xxxx xxxx xxx xxxxx, process and summonses xxxxxxx xxx xxmmonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York. To the extent that any of the Issuer Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Elan Finance LLC public limited company c/o CEMEXElan Corporation, S.A.B. de C.V. Xx. plc Lincoln House, Lincoln Place Dublin 2, Ireland Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Elan Finance Corp. c/o Elan Corporation, plc Elan Corporation, plc Lincoln House, Lincoln Place Dublin 2, Ireland Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel[Include for Certificated Notes only: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s 's name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors parties hereto have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY CorporationNational Registered Agents, Inc. with offices currently at 000 Xxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself it or any of its their property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXXxxxx Dorados Holdings Inc. Xxxxx Xxxxx Xxxx 000, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxx Xxxxx, Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel(B1636 FFB) Attention: +5281-8888-8888 Chief Financial Officer Fax No.: +00 00 0000 0000 (2059) ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Each of the Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have has appointed CEMEX NY Corporation, CT Corporation System with offices currently at 000 Xxxxxxx Xxxxx Xxxxxx, 00xx Xxxxxxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes Securities which may be instituted in any state U.S. Federal or federal New York State court in the Borough of Manhattan, The City of New York and County of York, New York. To Each of the extent Company and the Guarantor has agreed that any suit, action or proceeding against the Company or the Guarantor, as applicable, brought by any Holder or the Trustee arising out of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under based upon the Indenture or the NotesSecurities may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan, The City of New York, New York. Each of the Company and the Guarantor has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury, any objection it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer will Company shall furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeSecurity. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 [FORM OF] ASSIGNMENT FORM To assign this NoteSecurity, fill in the form belowbelow and have your signature guaranteed: I (I) or we (we) assign and transfer this Note to Security to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note Security on the books of the IssuerCompany. The agent may substitute another to act for him. DateDated: Your Name: (Print your name exactly as it appears on the face of this Security) Your Signature: (Sign exactly as your name appears on the face of this Security) Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange increase or decrease Amount of decrease in Principal Amount principal amount of this Global Note Security Amount of increase in Principal Amount principal amount of this Global Note Security Principal Amount amount of this Global Note Security following such decrease or increase Signature of authorized signatory officer of Trustee NOTATION OF GUARANTEE Pursuant to the Indenture, dated as of December 6, 2012 (the “Indenture”), among Cencosud S.A., as issuer (the “Company”), Cencosud Retail S.A., as guarantor (the “Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Paying Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent, the Guarantor, subject to the provisions of Article XI of the Indenture, hereby partially, irrevocably and unconditionally guarantees, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns and to any agent appointed thereunder and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or Note Custodianthe obligations of the Company thereunder, up to an aggregate amount of U.S.$1,000,000,000, that: (a) the principal of and interest, Additional Amounts, if any, and premium, on the Securities, shall be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder or any agent appointed under the Indenture, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The obligations of the Guarantor to the Holders of Securities and to the Trustee and any such agents pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the same, agrees to and shall be bound by such provisions. Capitalized terms used but not defined herein will have the meaning given them in the Indenture. THIS NOTATION OF GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK CENCOSUD RETAIL S.A., as Guarantor By Name: Title: By Name: Title: EXHIBIT 2 to RULE 144/REGULATION S APPENDIX FORM OF CERTIFICATE TO BE DELIVERED BY TRANSFERORS IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S [Date] Cencosud S.A. Xx. Xxxxxxx 0000, 6th floor, Las Xxxxxx Xxxxxxxx, Chile Attention: Xxxx Xxxxxx Xxxxxx Telephone: +00 (0) 0000-0000 Fax: +00 (0) 0000-0000 The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 4E New York, New York 10286 USA Attention: International Corporate Trust Fax: 000-000-0000 Re: Cencosud S.A. (the “Company”)

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Subsidiary Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Company and the Subsidiary Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to which any of them may be entitled, on account of place of residence or domicile. The Note Company and the Subsidiary Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, CT Corporation System with offices currently at 000 Xxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer Company and the Note Subsidiary Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Company and the Note Subsidiary Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXDesarrolladora Homex, S.A.B. de C.V. Xx. Xxxxxxx Gutemberg #219 Colonia Nueva Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxxxxx, Nuevo Xxxx11590 Mexico City, México 66265 Tel: +5281-8888-8888 Mexico ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or Section 3.8 of the Indenture, check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City Borough of Manhattan, New York and County of City, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Company and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Corporation Service Company as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any federal or state or federal court in the City Borough of Manhattan, New York and County of New YorkCity. To the extent that any of the Issuer Company and the Note Guarantors have has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Issuer Company and the Note Guarantors have has irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx MDC Partners Inc. 700 Xxxxx Xxxxxx, Nuevo 00xx Xxxxx Xxx Xxxx, México 66265 TelXX 00000 Attention: +5281General Counsel Telephone: (000) 000-88880000 Facsimile: (000) 000-8888 0000 [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ______________________________________________ (Print or type assignee’s name, address and zip code) ______________________________________________ (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.) and irrevocably appoint _________________________ as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: :____________________ Your Signature: :_______________________ Signature Guarantee: :__________________________________ (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. .] Exhibit A-14 [To be attached to Global Notes only: SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian ] OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or 3.21 of the Indenture, check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuer and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors (other than CEMEX Corp.) have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer has irrevocably appointed CT Corporation System, with address at 100 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in the United States District Court for the Southern District of New York or in any New York State court (in either case sitting in Manhattan, New York City). The Issuer and each of the Note Guarantors have agreed that will waive any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors immunity (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waivedincluding sovereign immunity), to the fullest extent permitted by applicable law, trial by jury and any objection from suit, action, proceeding or jurisdiction to which it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding might otherwise be entitled in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state U.S. federal or federal New York State court in the Borough of Manhattan, the City of New York and County of New York. To the extent that or in any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any competent court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture Canada or the NotesCayman Islands. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXGRAN TIERRA ENERGY INC. 900, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx 500-0 Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxX.X. Calgary, Nuevo XxxxAlberta Canada Fax: 400-000-0000 Email: txxxxxxx@xxxxxxxxxx.xxx Attention: Treasurer and Chief Financial Officer NOTATION ON NOTE RELATING TO GUARANTY For value received, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign the undersigned hereby unconditionally guarantee as principal obligors and not merely as a surety, to the Holder of this Note, fill the cash payments in United States Dollars of principal, premium, if any, and interest on this Note (and including premium and Additional Amounts payable thereon, if any) in the form below: I amounts and at the times when due, together with interest on the overdue principal, premium, if any, and interest, if any, on this Note, if lawful, and the payment or we assign and transfer performance of all other obligations of the Issuer under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to (Print or type assignee’s name, address the terms and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer conditions of this Note on and the books Indenture (as defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of October 20, 2023, among the Issuer, the Note Guarantors and U.S. Bank Trust Company, National Association as trustee (together with its successors hereunder, in such capacity, the “Trustee”), security agent, security registrar, and paying agent. The obligations of the Issuer. The agent may substitute another undersigned to act the Holders and to the Trustee are expressly set forth in the Indenture and reference is hereby made to the Indenture for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodianprecise terms thereof.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or any Note Guarantor brought by any Holder Notes and the Notes Guarantees or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and Manhattan in the courts United States of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have America; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Issuers have appointed and each of the Guarantors (other than CEMEX Corp.if any) have appointed CEMEX NY Corporationwill appoint Law Debenture Corporate Services Inc., 000 Xxxxxxx 0xx Xxxxxx, 00xx XxxxxXxxxx 000, Xxx Xxxx, XX 00000, 00000 as each of their its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan arising out of or based upon this Indenture, the Indenture Notes or the Notes which may be instituted in transactions contemplated hereby or thereby, and any action brought under U.S. federal or state or federal court in securities laws (the City of New York “Authorized Agent”). Each Issuer and County of New York. To the extent that any each of the Issuer and Guarantors (if any) expressly consents to the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Indenture or the NotesTrustee. The Issuers represents and warrants and each of the Guarantors will represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and each Issuer will furnish agrees to take any Holder and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written request and without charge notice of such service to the Holder a copy Issuers shall be deemed, in every respect, effective service of process upon the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Issuers and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noany Guarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Subsidiary Guarantors have agreed that any suit, action or proceeding against the Issuer Company or any Note Subsidiary Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes or any Note Guarantee may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Company and the Subsidiary Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to which any of them may be entitled, on account of place of residence or domicile. The Note Company and the Subsidiary Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, CT Corporation System with offices currently at 000 Xxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer Company and the Note Subsidiary Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Company and the Note Subsidiary Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture Indenture, or the Notes, or any Note Guarantee. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXDesarrolladora Homex, S.A.B. de C.V. Xx. Xxxxxxx Gutemberg #219 Colonia Nueva Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxxxxx, Nuevo Xxxx11590 Mexico City, México 66265 Tel: +5281-8888-8888 Mexico ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: :] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Increase or Decrease Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or Section 3.8 of the Indenture, check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors each Guarantor have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the 2027 Fixed Rate Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) Issuer and each Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) each have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, the Issuer as each of their authorized agent its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the 2027 Fixed Rate Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any either of the Issuer and the Note Guarantors applicable Guarantor have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors applicable Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the 2027 Fixed Rate Notes. The Issuer will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type2027 Fixed Rate Note. Requests may be made to: CEMEX Finance LLC c/o CEMEXGSK Consumer Healthcare Capital US LLC, S.A.B. de C.V. Xx. attention: Xxxxxxx Xxxxxxxxxx (Group Treasurer), e-mail: xx.xxxxxxxx@xxx.xxx, with copy to: Xxxxxx X. Xxxxx (VP and Secretary), Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Xxxxxxx (VP and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.Treasurer) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: Xxxxxxx Xxxxx (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programAssistant Secretary), pursuant to Exchange Act Rule 17Ad-15email address: XX.XxxxXxx@xxx.xxx. To be attached to Global Notes only: Schedule A SCHEDULE OF INCREASES OR DECREASES IN 2027 FIXED RATE GLOBAL NOTE The following increases or decreases in this 2027 Fixed Rate Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this 2027 Fixed Rate Global Note Amount of increase in Principal Amount of this 2027 Fixed Rate Global Note Principal Amount of this 2027 Fixed Rate Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianRegistrar EXHIBIT C FORM OF 2029 FIXED RATE GLOBAL NOTE [Include the following legend for all Rule 144A Global Notes:]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors parties hereto have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY Corporation, CT Corporation System with offices currently at 000 Xxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself it or any of its their property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture Indenture, the Notes or the NotesRegistration Rights Agreement. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXXxxxxxx, S.A.B. S. de. X.X. de C.V. XxAve. Xxxxxx Xxxxxxxx No. 2321, 9th Floor Col. Residential San Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 TelX.X. 66260 Mexico Attention: +5281Xxxxxx Xxxxx Fax No.: +00-888800-8888 0000-0000 ASSIGNMENT FORM To assign this Note, fill in the form below: I (I) or we (we) assign and transfer this Note to to: (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. .) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: ] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or Section 3.10 of the Indenture, check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or any Note Guarantor brought by any Holder Notes and the Guarantee or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Manhattan; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to 119 the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as Issuer and each of their the Guarantors not located in the United States has appointed Xxxxx Beauty Solutions USA as its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan arising out of or based upon this Indenture, the Indenture Notes or the Notes which transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be instituted necessary to continue such appointment in any state or federal court full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in the City every respect, effective service of New York and County of New York. To the extent that any of process upon the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have Company has agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) have Company has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, CT Corporation System as each of their authorized its process agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXGrupo Iusacell, S.A.B. S.A. de C.V. Xx. Xxxxxxx Xxxxxxx X.X. Xxxxxx # 325 Urales 460 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxLomas de Chapultepec Delagación Xxxxxx Xxxxxxx, Nuevo Xxxx11000 México, México 66265 Tel: +5281-8888-8888 D.F. ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: :____________________ Your Signature: __________________ Signature Guarantee: ______________________________ (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian ]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors each Guarantor have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Callable Floating Rate Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) Issuer and each Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) each have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, the Issuer as each of their authorized agent its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Callable Floating Rate Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any either of the Issuer and the Note Guarantors applicable Guarantor have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors applicable Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Callable Floating Rate Notes. The Issuer will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeCallable Floating Rate Note. Requests may be made to: CEMEX Finance LLC c/o CEMEXGSK Consumer Healthcare Capital US LLC, S.A.B. de C.V. Xx. attention: Xxxxxxx Xxxxxxxxxx (Group Treasurer), e-mail: xx.xxxxxxxx@xxx.xxx, with copy to: Xxxxxx X. Xxxxx (VP and Secretary), Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Xxxxxxx (VP and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.Treasurer) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: Xxxxxxx Xxxxx (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programAssistant Secretary), pursuant to Exchange Act Rule 17Ad-15email address: XX.XxxxXxx@xxx.xxx. To be attached to Global Notes only: Schedule A SCHEDULE OF INCREASES OR DECREASES IN CALLABLE FLOATING RATE GLOBAL NOTE The following increases or decreases in this Callable Floating Rate Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Callable Floating Rate Global Note Amount of increase in Principal Amount of this Callable Floating Rate Global Note Principal Amount of this Callable Floating Rate Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianRegistrar EXHIBIT H-A FORM OF A RULE 144A CERTIFICATED NOTE [Include the following legend for all Rule 144A Certificated Notes:] THE NOTES EVIDENCED BY THIS CERTIFICATED NOTE MAY BE PURCHASED AND TRANSFERRED ONLY IN MINIMUM PRINCIPAL AMOUNTS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have Company has agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Company has irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and irrevocably waived the right to any other jurisdiction to which it may be entitled on account of law, of its present or future place of residence or domicile or for any other reason. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and Company has, to the Note Guarantors have fullest extent permitted by applicable law, irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Avenida Xxxxxxx Xxxxxxx Xxxxxx # #325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxCampestre San Pedro Garza García, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to to: (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), ; pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: ] SCHEDULE OF INCREASES OR AND DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian EXHIBIT B FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S [Date] The Bank of New York Mellon 000 Xxxxxxxxx Xxxxxx, Xxxxx 0 Xxxx New York, NY 10286 Attention: International Corporate Trust Re: Subordinated Notes (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Company”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 14, 2023 (as amended and supplemented from time to time, the “Indenture”), among the Company and The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the case may be. In connection with our proposed sale of $[________] aggregate principal amount of the Notes, which represent an interest in a 144A Global Note beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S and, accordingly, we represent that:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City Borough of Manhattan, New York and County of City, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Company and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Corporation Service Company as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any federal or state or federal court in the City Borough of Manhattan, New York and County of New YorkCity. To the extent that any of the Issuer Company and the Note Guarantors have has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Issuer Company and the Note Guarantors have has irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx MDC Partners Inc. 700 Xxxxx Xxxxxx, Nuevo Xxxx19th Floor New York, México 66265 TelNY 10151 Attention: +5281General Counsel Telephone: (000) 000-88880000 Facsimile: (000) 000-8888 0000 [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ______________________________________________ (Print or type assignee’s name, address and zip code) ______________________________________________ (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.) and irrevocably appoint _________________________ as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: :__________________________________ (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. .] Exhibit A-14 [To be attached to Global Notes only: SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian ] OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or 3.21 of the Indenture, check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and delivery of this Agreement, each of the Company and the Note Guarantors have agreed that Selling Shareholders (the “Caesarstone Parties”) hereby irrevocably designates and appoints Caesarstone USA, Inc. as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Underwriter or proceeding against the Issuer by any person controlling an Underwriter as to which such Underwriter or any Note Guarantor brought by any Holder or the Trustee arising out of or such controlling person is a party and based upon the Indenture this Agreement, or the Notes may be instituted in any state or federal court other action against such Caesarstone Party in the City of New York and Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in the courts connection therewith. Each such Caesarstone Party expressly accepts jurisdiction of their respective corporate domiciles, any such court in respect of actions brought against them as defendantsany such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the jurisdiction of Underwriters shall have been appointed by the Caesarstone Parties, such courts for successor shall have accepted such purpose appointment and waived, written notice thereof shall have been given to the fullest extent permitted by lawUnderwriters. Each Caesarstone Party further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon that Caesarstone Party in any such suit, trial by jury proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. Each Caesarstone Party hereby irrevocably waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Shares, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Shares in any Federal or state or federal court sitting in the City County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. Each Caesarstone Party agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters or any person controlling an Underwriter to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Underwriters or any person controlling an Underwriter to bring any action or proceeding against the Caesarstone Parties or any of them or any of their property in the courts of any other jurisdiction. Each Caesarstone Party further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. Each Caesarstone Party hereby agrees with the Underwriters to the nonexclusive jurisdiction of the New York Supreme Court, County of New YorkYork or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from the sale of the Shares or this Agreement brought by any Caesarstone Party, the Underwriters or any person controlling an Underwriter. To Each of the Caesarstone Parties agrees that in any suit (whether in a court in the United States, Israel or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) no defense (other than a procedural defense) given or allowed by the laws of any other state or country shall be interposed by such Caesarstone Party in any such suit, action or proceeding unless such defense is also given or allowed by the laws of the State of New York or of the United States, (ii) if the plaintiffs therein seek a judgment in either United States dollars or Israeli currency, subject to Israeli foreign currency control regulations, the Caesarstone Party will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that any such a judgment would violate the laws of the Issuer State of Israel, and (iii) if the Note Guarantors plaintiffs therein seek to have any judgment (or hereafter may acquire any immunity (sovereign aspect thereof) awarded in New Israeli Shekels linked, for the period from entry of such judgment until actual payment thereof in full has been made, to either or otherwise) from both of the consumer price index of Israel or changes in the New Israeli Shekel-United States dollar exchange rate, the Caesarstone Party will not interpose any legal defense or objection to or otherwise oppose inclusion of such linkage in any such judgment except to the extent that such a judgment would violate the laws of the State of Israel. Each Caesarstone Party agrees that it will not initiate or seek to initiate any action, suit or proceeding, from in Israel or in any other jurisdiction other than in the United States, seeking damages in respect of or for the purpose of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by a Caesarstone Party or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by a Caesarstone Party hereunder to the jurisdiction of the courts or the designation of the laws as the law applicable to this Agreement, in each case as set forth herein. Each Caesarstone Party agrees that if any court payment of any sum due under this Agreement from the Caesarstone Party is made to or from set-off received by the Underwriters or any legal process (controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether service or notice, attachment in aid by judicial judgment or otherwise) , the obligations of such Caesarstone Party under this Agreement shall be discharged only to the extent of the net amount of freely transferable United States dollars that the Underwriters or such controlling persons, as the case may be, in accordance with normal bank procedures, are able to lawfully purchase with such amount of such other currency. To the extent that the Underwriters or such controlling persons are not able to purchase sufficient United States dollars with such amount of such other currency to discharge the obligations of the Caesarstone Party to the Underwriters or such controlling persons, the obligations of the Xxxxxx-Xxxxx Party shall not be discharged with respect to itself such difference, and any such undischarged amount will be due as a separate obligation and shall not be affected by payment of or judgment being obtained for any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead other sums due under or claim such immunity in respect of this Agreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CAESARSTONE SDOT-YAM LTD. By: Name: Title: MIFALEI SDOT-YAM AGRICULTURAL COOPERATIVE SOCIETY LTD. By: Name: Title: TENE INVESTMENTS IN QUARTZ SURFACES L.P. By: , its obligations under the Indenture or the Notesgeneral partner By: Name: Title: TENE INVESTMENTS IN QUARTZ SURFACES (PARALLEL) L.P. By: , its general partner By: Name: Title: Accepted: , 2012 X.X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. The Issuer will furnish to any Holder upon written request CREDIT SUISSE SECURITIES (USA) LLC For themselves and without charge to the Holder a copy on behalf of the Indenture which has several Underwriters listed in it the text Schedule 1 hereto. X.X. XXXXXX SECURITIES LLC By: Name: Title: BARCLAYS CAPITAL INC. By: Name: Title: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: Schedule 1 Underwriter Number of this Note in larger type. Requests may be made to: CEMEX Finance Shares X.X. Xxxxxx Securities LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Barclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxx # 325 Colonia X. Xxxxx del Xxxxxxxxx Xxxxx & Co. Incorporated Xxxxxx, Nuevo XxxxXxxxxxxx & Company, México 66265 TelIncorporated Total Sch. 1-1 Schedule 2 Selling Shareholders: +5281Number of Underwritten Shares: Number of Option Shares: Mifalei Sdot-8888-8888 ASSIGNMENT FORM To assign this Note, fill Yam Agricultural Cooperative Society Ltd. Tene Investments in Quartz Surfaces L.P. Tene Investments in Quartz Surfaces (Parallel) L.P. Annex A-1 Form of Opinion of U.S. Counsel for the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on Company [Attached] Xxxxx X-0 Form of Opinion of Israeli Counsel for the books Company [Attached] Xxxxx X-0 Form of the Issuer. Opinion of Counsel For The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side Selling Shareholders [Attached] Xxxxx X-0 Form of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date Opinion of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCounsel For Australian Counsel [Attached] Annex B a. Pricing Disclosure Package

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and delivery of this Agreement, the Note Guarantors have agreed that Company hereby designates and appoints Mellanox Technologies, Inc. as the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor in any manner permitted by applicable law shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding against cannot be made in the Issuer manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any Note Guarantor brought by any Holder successor convention or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantstreaty. The Note Guarantors (other than CEMEX Corp.) have Company hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waives any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Shares, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Shares in any Federal or state or federal court sitting in the City County of New York and County of New York. To the extent hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the Issuer and sale of the Note Guarantors have Shares or hereafter may acquire this Agreement rendered by any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such Federal court or from set-off state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any legal other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process (whether service or notice, attachment notice of motion or other application in aid any other manner permitted by law or otherwise) with respect limit or affect the right of the Underwriters to itself bring any action or proceeding against the Company or any of its propertyproperty in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the Issuer execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Note Guarantors have irrevocably waived and agreed not Underwriters to plead or claim such immunity in respect the nonexclusive jurisdiction of its obligations under the Indenture courts of the State of New York, or the Notes. The Issuer will furnish to Federal courts sitting in the County of New York in connection with any Holder upon written request and without charge to action or proceeding arising from the Holder a copy sale of the Indenture which has Shares or this Agreement brought by the Company or the Underwriters. If the foregoing is in it the text accordance with your understanding, please indicate your acceptance of this Note Agreement by signing in larger typethe space provided below. Requests may be made toVery truly yours, MELLANOX TECHNOLOGIES, LTD. By: CEMEX Finance /s/Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CFO Accepted: September 20, 2011 X. X. XXXXXX SECURITIES LLC cFor itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Authorized Signatory Schedule 1 Underwriter Number of Shares X. X. Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Securities LLC 1,275,000 Credit Suisse Securities (USA) LLC 712,500 Barclays Capital Inc. 562,500 Xxxxxx, Nuevo XxxxXxxxxxxx & Company, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this NoteIncorporated 450,000 Total 3,000,000 Significant Subsidiaries Mellanox Technologies, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s nameInc. Voltaire Ltd. Voltaire UK, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianLtd. Annex A

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors each Guarantor have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the 2025 Fixed Rate Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) Issuer and each Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Issuer and the Guarantors (other than CEMEX Corp.) each have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, GSK Consumer Healthcare Capital US LLC as each of their authorized agent its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the 2025 Fixed Rate Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any either of the Issuer and the Note Guarantors applicable Guarantor have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors applicable Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the 2025 Fixed Rate Notes. The Issuer will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type2025 Fixed Rate Note. Requests may be made to: CEMEX Finance LLC c/o CEMEXGSK Consumer Healthcare Capital UK plc, S.A.B. de C.V. Xx. attention: Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to Xxxxxxxxxx (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programGroup Treasurer), pursuant to Exchange Act Rule 17Ad-15e-mail: xx.xxxxxxxx@xxx.xxx. To be attached to Global Notes only: Schedule A SCHEDULE OF INCREASES OR DECREASES IN 2025 FIXED RATE GLOBAL NOTE The following increases or decreases in this 2025 Fixed Rate Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this 2025 Fixed Rate Global Note Amount of increase in Principal Amount of this 2025 Fixed Rate Global Note Principal Amount of this 2025 Fixed Rate Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianRegistrar EXHIBIT B FORM OF 2027 FIXED RATE GLOBAL NOTE [Include the following legend for all Rule 144A Global Notes:]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors each Guarantor have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the 2052 Fixed Rate Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) Issuer and each Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) each have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, the Issuer as each of their authorized agent its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the 2052 Fixed Rate Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any either of the Issuer and the Note Guarantors applicable Guarantor have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors applicable Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the 2052 Fixed Rate Notes. The Issuer will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type2052 Fixed Rate Note. Requests may be made to: CEMEX Finance LLC c/o CEMEXGSK Consumer Healthcare Capital US LLC, S.A.B. de C.V. Xx. attention: Xxxxxxx Xxxxxxxxxx (Group Treasurer), e-mail: xx.xxxxxxxx@xxx.xxx, with copy to: Xxxxxx X. Xxxxx (VP and Secretary), Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Xxxxxxx (VP and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.Treasurer) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: Xxxxxxx Xxxxx (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programAssistant Secretary), pursuant to Exchange Act Rule 17Ad-15email address: XX.XxxxXxx@xxx.xxx. To be attached to Global Notes only: Schedule A SCHEDULE OF INCREASES OR DECREASES IN 2052 FIXED RATE GLOBAL NOTE The following increases or decreases in this 2052 Fixed Rate Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this 2052 Fixed Rate Global Note Amount of increase in Principal Amount of this 2052 Fixed Rate Global Note Principal Amount of this 2052 Fixed Rate Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianRegistrar EXHIBIT F FORM OF CALLABLE FIXED RATE GLOBAL NOTE [Include the following legend for all Rule 144A Global Notes:]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors parties hereto have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Bank agrees that any suit, action, or proceeding against it arising out of or relating to the Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of New York Buenos Aires, the BASE’s Arbitral Tribunal, and County of New York and any competent court in the courts place of their respective its corporate domiciles, in respect of actions brought against them as defendantsdomicile. The Note Guarantors (other than CEMEX Corp.) parties hereto have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Bank has appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000CT Corporation System, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Bank has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself it or any of its their property, the Issuer and the Note Guarantors have Bank has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law. The Issuer will Bank shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXBanco xx Xxxxxxx y Buenos Aires X.X. Xxxxx 000, S.A.B. de C.V. Xx00xx Xxxxx (X0000XXX) Xxxxxx Xxxxx, Xxxxxxxxx Attention: Xxxxxxxx Lastiry Fax No.: (00 00) 0000-0000 This Note shall be governed by and construed in accordance with the laws of the State of New York; provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Bank, and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables” under Argentine law, shall be governed by the Argentine Negotiable Obligations Law No. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx23,576, Nuevo Xxxxas amended, México 66265 Tel: +5281-8888-8888 together with Argentine Business Companies Law No. 19,550, as amended and other applicable Argentine laws and regulations. This Global Note does not qualify for the Argentine deposit insurance system established pursuant to Argentine Law No. 24,485, as amended, and does not benefit from the priority right granted to depositors pursuant to Article 49(d) and (e) of Argentine Law No. 21,526, as amended. This Global Note is not secured by any floating lien or special guarantee nor is this Global Note guaranteed by any other means or by any other entity. ASSIGNMENT FORM To assign this Note, fill in the form below: I (I) or we (we) assign and transfer this Note to to: (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent __________ to transfer this Note on the books of the IssuerBank. The agent may substitute another to act for him. Date: ___________ Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. .) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: ] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date Amount of Exchange Amount of Principal Amount Signature of decrease in Principal Amount increase in of this Global Note Amount of increase in authorized Principal Amount Principal Amount Note following signatory of Decrease of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodianor Increase Note Note increase Custodian EXHIBIT B FORM OF CERTIFICATE FOR TRANSFER TO QIB [Date] [CUSIP _________] [ISIN __________] [Common Code ________] [Trustee Address] Re: 8.75% Senior Notes due 2018 (the “Notes”) of Xxxxx xx Xxxxxxx x Buenos Aires S.A. (the “Bank”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of May 4, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Bank, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture. This letter relates to U.S.$________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by the undersigned (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note. In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction. You and the Bank are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: Authorized Signature EXHIBIT C FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S [Date] [CUSIP __________] [ISIN ___________] [Common Code __________] [Trustee Address] Re: 8.75% Senior Notes due 2018 (the “Notes”) of Xxxxx xx Xxxxxxx x Buenos Aires S.A. (the “Bank”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of May 4, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Bank, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture and/or in Regulation S (as defined below), as applicable. In connection with our proposed sale of U.S.$_______ aggregate principal amount of the Notes [in the case of a transfer of an interest in a Rule 144A Global Note:, which represent an interest in a Rule 144A Global Note] beneficially owned by the undersigned Transferor, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuer and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Each of the Company and the Note Subsidiary Guarantors have has agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee it arising out of or based upon relating to the Indenture or the Notes Notes(including the Subsidiary Guarantees), as the case may be, may be instituted in any state or federal court sitting in the Borough of Manhattan in the City of New York York, New York. Each of the Company and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Subsidiary Guarantors (other than CEMEX Corp.) have has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Each of the Company and the Subsidiary Guarantors (other than CEMEX Corp.) have has appointed CEMEX NY CorporationLaw Debenture Corporate Services Inc., with offices at 000 Xxxxxxx Xxxxxx, 00xx 0xx Xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, the City of New York and County of York, New York. To the extent that any of the Issuer Company and the Note Subsidiary Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer Company and the Note Subsidiary Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: For value received, I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.other identifying number) of RMB________ principal amount of this Note, and all rights with respect thereto, and irrevocably appoint _______________________ as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: :____________________________ Your Signature: :____________________________ Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and delivery of this Indenture, the Note Guarantors have agreed Issuer, the Subordinated Guarantor and each Guarantor (i) acknowledges that any suitit has, action or proceeding against by separate written instrument, designated and appointed CT Corporation System (the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors "AGENT") (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.successor entity) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their its authorized agent upon whom all writs, which process and summonses may be served in any suit, action suit or proceeding arising out of or based upon the relating to this Indenture or any Note, the Notes which Subordinated Guarantee or any Guarantee that may be instituted in any federal or state or federal court in the Borough of Manhattan, The City of New York, State of New York or any Note or Guarantee and acknowledges that the Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon the Agent and written notice of said service to the Issuer and the Guarantors in accordance with this Section 10.15 shall be deemed in every respect effective service of process upon the Issuer and the Guarantors in any such suit or proceeding. The Issuer and the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent in full force and effect so long as any of the Notes shall be outstanding; PROVIDED, HOWEVER, that the Issuer and the Guarantors may (and, to the extent the Agent ceases to be able to be served on the basis contemplated herein, shall), by written notice to the Trustee and the holders of the Notes in accordance with this Section 10.15 designate such additional or alternative agent for service of process under this Section 10.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, State of New York and County (ii) is a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, State of New York. To the extent that any of the Issuer and the Note Guarantors have or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have it hereby irrevocably waived and agreed not to plead or claim waives such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge above-referenced documents to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Nofullest extent permitted by law.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors parties hereto have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY CorporationNational Registered Agents, 000 Xxxxxxx XxxxxxInc. with offices currently at 875 Avenue of the Americas, 00xx XxxxxXxxxx 000, Xxx Xxxx, XX Xxx Xxxx 00000, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself it or any of its their property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxx Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del X.X. Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel000 0000 XX Xxxxxxxxx The Netherlands Attention: +5281Chief Financial Officer Fax No.: +00 (0) 00-8888000-8888 0000 ASSIGNMENT FORM To assign this Note, fill in the form below: I (I) or we (we) assign and transfer this Note to to: (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. .) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: ] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or Section 3.10 of the Indenture, check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors parties hereto have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Company agrees that any suit, action, or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of New York Buenos Aires, the BASE’s Arbitral Tribunal, and County of New York and any competent court in the courts place of their respective its corporate domiciles, in respect of actions brought against them as defendantsdomicile. The Note Guarantors (other than CEMEX Corp.) parties hereto have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000CT Corporation System, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself it or any of its their property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXTarjeta Naranja X.X. Xxxxx Xxxxx 000 Xxxx xx Xxxxxxx, S.A.B. de C.V. Xx. Xxxxxxxx of Cordoba, Argentina Attention: Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 TelFax No.: +5281(00-888800) 000-8888 0000 ASSIGNMENT FORM To assign this Note, fill in the form below: I (I) or we (we) assign and transfer this Note to to: (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent _____ to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: _____ Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. .) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. [To be attached to Global Notes only: ] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date Amount of Exchange Amount of Principal Amount Signature of decrease in Principal Amount increase in of this Global Note Amount of increase in authorized Principal Amount Principal Amount Note following signatory of Decrease of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodianor Increase Note Note increase Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or Section 3.11 of the Indenture, check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors parties hereto have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY CorporationNational Registered Agents, 000 Xxxxxxx XxxxxxInc. with offices currently at 875 Avenue of the Americas, 00xx XxxxxXxxxx 000, Xxx Xxxx, XX Xxx Xxxx 00000, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the City of New York and County of New YorkXxx Xxxx xx Xxx Xxxx, Xxx Xxxx. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself it or any of its their property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXXxxxx Dorados Holdings Inc. Xxxxx Xxxxx Xxxx 000, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxx Xxxxx, Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel(B1636 FFB) Attention: +5281-8888-8888 Chief Financial Officer Fax No.: +00 00 0000 0000 (2059) ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuers and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CT Corporation, 000 Xxxxxxx 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as Xxx Xxxx 00000xx each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York. To the extent that any of the Issuer Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Elan Finance LLC public limited company c/o CEMEXElan Corporation, S.A.B. de C.V. Xx. plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer Elan Finance Corp. c/o Elan Corporation, plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer With a copy to Elan Corporation, plc: Elan Corporation, plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxxxx 0, Nuevo Xxxx, México 66265 TelXxxxxxx Attention: +5281-8888-8888 Chief Financial Officer [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerIssuers. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. .] Schedule A [To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date Principal Amount of Exchange Amount of Amount of decrease in increase in this Global Principal Principal Note Signature of Amount of Amount of following such authorized Date of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Exchange Note Note increase Trustee ] [Include for Certificated Notes: OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 3.10 or Note CustodianSection 3.16 of the Indenture, check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The By the execution and delivery of this Agreement, the Issuer (i) acknowledges that it has, by separate written instrument, irrevocably designated and the Note Guarantors have agreed that appointed Aon Corporation (and any suitsuccessor entity), action as its authorized agent upon which process may be served in any suit or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes relating to this Agreement that may be instituted in any federal or state or federal court in the City State of New York or brought under federal or state securities laws, and County acknowledges that Aon Corporation has accepted such designation, (ii) submits to the nonexclusive jurisdiction of New York any such court in any such suit or proceeding, and (iii) agrees that service of process upon Aon Corporation and written notice of said service to the Issuer shall be deemed in every respect effective service of process upon it in any such suit or proceeding. The Issuer further agrees to take any and all action, including the courts execution and filing of their respective corporate domicilesany and all such documents and instruments, as may be necessary to continue such designation and appointment of Aon Corporation in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Issuer may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waivedthis Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, trial by jury please sign and any objection it may now or hereafter have return to the laying of venue of any such proceedingIssuer a counterpart hereof, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporationwhereupon this instrument, 000 Xxxxxxx Xxxxxxalong with all counterparts, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon will become a binding agreement among the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its propertyseveral Initial Purchasers, the Issuer and the Note Guarantors have irrevocably waived Guarantor in accordance with its terms. Very truly yours, Aon plc By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President and agreed not Treasurer Aon Corporation By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Citigroup Global Markets Inc. By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Acting on behalf of themselves and as the Representatives of the several Purchasers ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to plead or claim the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such immunity in respect of its obligations under the Indenture or the NotesExchange Securities. The Issuer Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will furnish not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any Holder upon written request and without charge broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Holder Exchange Offer must acknowledge that it will deliver a copy prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Indenture which has Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in it connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the text Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of this Note Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in larger typeone or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Requests Any such resale may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill directly to purchasers or to or through brokers or dealers who may receive compensation in the form below: I of commissions or we assign concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and transfer this Note any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on be an “underwriter” within the books meaning of the IssuerSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The agent may substitute another Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to act for himadmit that it is an “underwriter” within the meaning of the Securities Act. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on For a period of 180 days after the other side Expiration Date the Company will promptly send additional copies of this NoteProspectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The signature(sCompany has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) should be guaranteed by an eligible guarantor institution other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (banksincluding any broker-dealers) against certain liabilities, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodianincluding liabilities under the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and the Note Guarantors have agreed delivery of this Indenture, each of Consoltex Group and Consoltex Inc. (i) acknowledges that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York they hereby irrevocably designate and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, appoint CT Corporation System as each of their Consoltex Group's and Consoltex Inc.'s, as the case may be, authorized agent upon whom all writs, which process and summonses may be served in any suit, action suit or proceeding arising out of or based upon the Indenture or relating to the Notes which or this Indenture that may be instituted in any federal or state or federal court in the City State of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and County acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of New Yorkany such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to Consoltex Group or Consoltex Inc., as applicable (mailed or delivered to its Corporate Secretary at the principal office of Consoltex Group in Montreal, Quebec, Canada), shalx xx xxxxxx xx xxxxx respect effective service of process upon Consoltex Group or Consoltex Inc., as applicable, in any such suit or proceeding. Each of Consoltex Group and Consoltex Inc. further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System (or such other authorized agent for service of process as each of Consoltex Group and Consoltex Inc. shall notify the Trustee in writing) in full force and effect so long as any of the Notes shall be outstanding. To the extent that any of the Issuer and the Note Guarantors have either Consoltex Group or Consoltex Inc. has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its property, Consoltex Group or Consoltex Inc., as the Issuer and the Note Guarantors have case may be, hereby irrevocably waived and agreed not to plead or claim waives such immunity in respect of its obligations under the this Indenture or and the Notes. The Issuer will furnish to any Holder upon written request and without charge , to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noextent permitted by law.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have parties to the Indenture has agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be instituted in any New York state or U.S. federal court in the City Borough of Manhattan in New York and County of New York City and in the courts of their respective its own corporate domicilesdomicile, in respect of actions brought against them such party as defendantsa defendant. The Note Guarantors (other than CEMEX Corp.) parties to the Indenture have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by applicable law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such suit, action or proceeding, and any claim it they may now or hereafter have that any suit, action or proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled on account of place of residence or domicile. The Note Company and the Subsidiary Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CorporationXxxxxxx & Associates, with offices currently at 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxxxx 000, Xxx XxxxXxxxxx, XX 00000Xxxxxxxx, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees which may be instituted in any New York state or U.S. federal court in the City Borough of Manhattan in New York City, and County have granted an irrevocable power of New Yorkattorney for lawsuits and collections (pleitosy cobranzas) to such agent for service of process. To the extent that any of the Issuer and the Note Guarantors have Company or any Subsidiary Guarantor has or hereafter may acquire acquires any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Issuer Company and the Note Guarantors have each Subsidiary Guarantor has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture Indenture, the Notes or the NotesSubsidiary Guarantees, as applicable. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeand any Security Document. Requests may be made to: CEMEX Finance LLC c/o CEMEXEnjoy X.X. Xxxxxxx Xxxxx 000, S.A.B. Xxxx 00 Xxx Xxxxxx – Xxxxxxxx de C.V. Xx. Chile Attention: Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxx-Xxxxx, Nuevo Xxxx, México 66265 TelCFO Email: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: xxxxxxx.xxxxxxxxx@xxxxx.xx SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Increase or Decrease Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian ASSIGNMENT FORM To assign this Note, fill in the form below:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Each of the Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have has appointed CEMEX NY Corporation, CT Corporation System with offices currently at 000 Xxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes Securities which may be instituted in any state U.S. Federal or federal New York State court in the Borough of Manhattan, The City of New York and County of York, New York. To Each of the extent Company and the Guarantor has agreed that any suit, action or proceeding against the Company or the Guarantor, as applicable, brought by any Holder or the Trustee arising out of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under based upon the Indenture or the NotesSecurities may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan, The City of New York, New York. Each of the Company and the Guarantor has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury, any objection it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer will Company shall furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeSecurity. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 Exhibit 1 [FORM OF] ASSIGNMENT FORM To assign this NoteSecurity, fill in the form belowbelow and have your signature guaranteed: I (I) or we (we) assign and transfer this Note to Security to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note Security on the books of the IssuerCompany. The agent may substitute another to act for him. DateDated: Your Name: (Print your name exactly as it appears on the face of this Security) Your Signature: (Sign exactly as your name appears on the face of this Security) Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange increase or decrease Amount of decrease in Principal Amount principal amount of this Global Note Security Amount of increase in Principal Amount principal amount of this Global Note Security Principal Amount amount of this Global Note Security following such decrease or increase Signature of authorized signatory officer of Trustee NOTATION OF GUARANTEE Pursuant to the Indenture, dated as of July 17, 2017 (the “Indenture”), among Cencosud S.A., as issuer (the “Company”), Cencosud Retail S.A., as guarantor (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Paying Agent and Transfer Agent, the Guarantor, subject to the provisions of Article XI of the Indenture, hereby irrevocably and unconditionally guarantees, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns and to any agent appointed thereunder and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or Note Custodianthe obligations of the Company thereunder, that: (a) the principal of and interest, Additional Amounts, if any, and premium, on the Securities, shall be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder or any agent appointed under the Indenture, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The obligations of the Guarantor to the Holders of Securities and to the Trustee and any such agents pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the same, agrees to and shall be bound by such provisions. Capitalized terms used but not defined herein will have the meaning given them in the Indenture. THIS NOTATION OF GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK CENCOSUD RETAIL S.A., as Guarantor By Name: Title: By Name: Title: EXHIBIT 2 to RULE 144/REGULATION S APPENDIX Exhibit 2 FORM OF CERTIFICATE TO BE DELIVERED BY TRANSFERORS IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S [Date]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Each of the Company and the Note Guarantors have agreed Guarantor irrevocably (i) agree that any suitaction, action suit or proceeding against the Issuer Company or any Note the Guarantor brought by any Holder Holder, Placement Agent, agent or the Trustee Underwriter or any person who controls any Placement Agent arising out of or of, based upon or relating to this Agreement or any of the Indenture or the Notes transactions contemplated hereby may be instituted in any federal or state or federal court in the City of New York and County of New York and in the courts of their respective corporate domicilesCity, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.ii) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waive any objection it which either may now or hereafter have to the laying of venue of any such proceeding, proceeding or to the convenience of the forum and (iii) submit to the non-exclusive jurisdiction of any claim it may now federal or hereafter have that any proceeding state court in New York City in any such court is brought in an inconvenient forumaction, suit or proceeding. The Note Guarantors Each of the Company and the Guarantor represent, warrant and agree that, prior to the Closing Date, the Company will have designated and appointed CT Corporation System as its authorized agent (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000the "Authorized Agent," which term, as each of their authorized agent used herein, includes any successor in such capacity) upon whom all writs, process and summonses may be served in any suitsuch action, action suit or proceeding arising out of, based on or relating to this Agreement or any of or based upon the Indenture or the Notes transactions contemplated hereby which may be instituted in any federal or state or federal court in the City of New York City by any Holder, Placement Agent, agent or Underwriter or any person who controls any Placement Agent, expressly consent to the jurisdiction of any such court in respect of any such action, suit or proceeding and County waive any other requirements of New Yorkor objections to personal jurisdiction with respect thereto. To Such appointment shall be irrevocable. Each of the extent Company and the Guarantor represent, warrant and agree that, prior to the Closing Date, the Authorized Agent will have agreed to act as such agent for service of process and the Company and the Guarantor agree to take any and all action, including the filing of any and all documents and instruments and the payment of all fees, that may be necessary to effect and to continue such appointment in full force and effect as aforesaid for so long as any of the Issuer Securities shall be outstanding and until the principal of, premium, if any, and interest on, and any and all other amounts payable under or with respect to, this Agreement, the Securities and the Note Guarantors Registration Rights Agreement shall have been paid in full. Each of the Company and the Guarantor agree that service of process upon the Authorized Agent and written notice of such service to the Company or hereafter may acquire the Guarantor (mailed or delivered to its Secretary at the Company's or the Guarantor's principal office at 0000 Xxxxxxxx Xxxxxx, Xx. Xxxxx, XX 63105) shall be deemed, in every respect, effective service of process upon the Company in any immunity (sovereign or otherwise) from any legal such action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuer and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or any Note Guarantor brought by any Holder Notes and the Notes Guarantees or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and Manhattan in the courts United States of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have America; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any 129 such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Issuers have appointed and each of the Guarantors (other than CEMEX Corp.if any) have appointed CEMEX NY Corporationwill appoint Law Debenture Corporate Services Inc., 000 Xxxxxxx 0xx Xxxxxx, 00xx XxxxxXxxxx 000, Xxx Xxxx, XX 00000, 00000 as each of their its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan arising out of or based upon this Indenture, the Indenture Notes or the Notes which may be instituted in transactions contemplated hereby or thereby, and any action brought under U.S. federal or state or federal court in securities laws (the City of New York “Authorized Agent”). Each Issuer and County of New York. To the extent that any each of the Issuer and Guarantors (if any) expressly consents to the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Indenture or the NotesTrustee. The Issuers represents and warrants and each of the Guarantors will represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and each Issuer will furnish agrees to take any Holder and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written request and without charge notice of such service to the Holder a copy Issuers shall be deemed, in every respect, effective service of process upon the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Issuers and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noany Guarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors each Guarantor have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Callable Fixed Rate Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) Issuer and each Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) each have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, the Issuer as each of their authorized agent its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Callable Fixed Rate Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any either of the Issuer and the Note Guarantors applicable Guarantor have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors applicable Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Callable Fixed Rate Notes. The Issuer will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeCallable Fixed Rate Note. Requests may be made to: CEMEX Finance LLC c/o CEMEXGSK Consumer Healthcare Capital US LLC, S.A.B. de C.V. Xx. attention: Xxxxxxx Xxxxxxxxxx (Group Treasurer), e-mail: xx.xxxxxxxx@xxx.xxx, with copy to: Xxxxxx X. Xxxxx (VP and Secretary), Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Xxxxxxx (VP and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.Treasurer) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: Xxxxxxx Xxxxx (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programAssistant Secretary), pursuant to Exchange Act Rule 17Ad-15email address: XX.XxxxXxx@xxx.xxx. To be attached to Global Notes only: Schedule A SCHEDULE OF INCREASES OR DECREASES IN CALLABLE FIXED RATE GLOBAL NOTE The following increases or decreases in this Callable Fixed Rate Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Callable Fixed Rate Global Note Amount of increase in Principal Amount of this Callable Fixed Rate Global Note Principal Amount of this Callable Fixed Rate Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianRegistrar EXHIBIT G FORM OF CALLABLE FLOATING RATE GLOBAL NOTE [Include the following legend for all Rule 144A Global Notes:]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and (a) Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon relating to this Indenture, the Indenture Notes or the Notes Note Guarantee, or brought under federal or state securities laws or brought by the Trustee or any Agent, may be instituted in any federal or state or federal court in the City State of New York and County York, borough of New York and Manhattan; irrevocably agrees that any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the Note Guarantee, or brought by the Trustee or any Agent, may be instituted in the courts of their respective corporate domiciles, any court in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have England; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Guarantors Each of the Issuer and the Guarantor has irrevocably appointed CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011 as its agent (other than CEMEX Corp.the "AUTHOXXXXX XXXXX") have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any xxx xxxxxxx xx xxxxxxx xx xxx suit, action or proceeding arising out of or based upon relating to this Indenture, the Indenture Notes or the Notes which Note Guarantee, or brought under federal or state securities laws or brought by the Trustee or any Agent, that may be instituted in any federal or state or federal court courts in the City of New York and County State of New York, borough of Manhattan. Each of the Issuer and the Guarantor expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. Each of the Issuer and the Guarantor represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer or the Guarantor, as applicable, shall be deemed, in every respect, effective service of process upon the Issuer or the Guarantor, as applicable. To the extent that any of either the Issuer and or the Note Guarantors have Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or any of its property, each of the Issuer and the Note Guarantors have Guarantor hereby irrevocably waived and agreed not to plead or claim waives such immunity in respect of its respective obligations under this Indenture, the Indenture Notes and the Note Guarantee, and in respect of actions brought under US federal or the Notes. The Issuer will furnish to any Holder upon written request and without charge state securities laws, to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Nofullest extent permitted by law.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City Borough of Manhattan, New York and County of City, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Company and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Corporation Service Company as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any federal or state or federal court in the City Borough of Manhattan, New York and County of New YorkCity. To the extent that any of the Issuer Company and the Note Guarantors have has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Issuer Company and the Note Guarantors have has irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx MDC Partners Inc. 700 Xxxxx Xxxxxx, Nuevo Xxxx19th Floor New York, México 66265 TelNew York 10151 Attention: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature GuaranteeGeneral Counsel Telephone: (Signature must be guaranteed000) Sign exactly as your name appears on the other side of this Note. The signature(s000-0000 Facsimile: (000) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: 000-0000 SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of increase in Principal Principal Amount of this Global Signature of authorized Exchange Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Increase Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have Company has agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, the City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) have Company has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY CorporationXxxxxxx Inc., 000 Xxxxxxx Xxxxxx, 00xx Xxxxxwith an office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, 00000 as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, the City of New York and County of New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The By the execution and delivery of this Agreement, the Issuer (i) acknowledges that it has, by separate written instrument, irrevocably designated and the Note Guarantors have agreed that appointed Aon Corporation (and any suitsuccessor entity), action as its authorized agent upon which process may be served in any suit or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes relating to this Agreement that may be instituted in any federal or state or federal court in the City State of New York or brought under federal or state securities laws, and County acknowledges that Aon Corporation has accepted such designation, (ii) submits to the nonexclusive jurisdiction of New York any such court in any such suit or proceeding, and (iii) agrees that service of process upon Aon Corporation and written notice of said service to the Issuer shall be deemed in every respect effective service of process upon it in any such suit or proceeding. The Issuer further agrees to take any and all action, including the courts execution and filing of their respective corporate domicilesany and all such documents and instruments, as may be necessary to continue such designation and appointment of Aon Corporation in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Issuer may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waivedthis Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, trial by jury please sign and any objection it may now or hereafter have return to the laying of venue of any such proceedingIssuer a counterpart hereof, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporationwhereupon this instrument, 000 Xxxxxxx Xxxxxxalong with all counterparts, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon will become a binding agreement among the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its propertyseveral Dealer Managers, the Issuer and the Note Guarantors have irrevocably waived Guarantor in accordance with its terms. Very truly yours, Aon plc By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President and agreed not Treasurer Aon Corporation By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xx Name: Xxxxxxx Xx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to plead or claim the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such immunity in respect of its obligations under the Indenture or the NotesExchange Securities. The Issuer Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will furnish not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any Holder upon written request and without charge broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Holder Exchange Offer must acknowledge that it will deliver a copy prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Indenture which has Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in it connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the text Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of this Note Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in larger typeone or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Requests Any such resale may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill directly to purchasers or to or through brokers or dealers who may receive compensation in the form below: I of commissions or we assign concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and transfer this Note any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on be an “underwriter” within the books meaning of the IssuerSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The agent may substitute another Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to act for himadmit that it is an “underwriter” within the meaning of the Securities Act. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on For a period of 180 days after the other side Expiration Date the Company will promptly send additional copies of this NoteProspectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The signature(sCompany has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) should be guaranteed by an eligible guarantor institution other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (banksincluding any broker-dealers) against certain liabilities, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodianincluding liabilities under the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (currently Xx. Xxxxx Xxxxx) and its successors as its authorized agent (the Note Guarantors have agreed that "Authorized Agent") upon which process may be served in any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder Purchaser, or the Trustee by any persons controlling such Purchaser, arising out of or based upon the Indenture or the Notes this Exchange and Registration Rights Agreement which may be instituted in any state or federal court in the City U.S. District Court for the Southern District of New York and County any appellate court or body thereto (collectively, the "Federal Courts") or the state courts of New York and in referred to below. Each of the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have parties hereto irrevocably submitted submits to the jurisdiction of such courts for such purpose the Federal Courts in respect of any action arising out of or based upon this Exchange and waived, to the fullest extent permitted by law, trial by jury Registration Rights Agreement and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceedingaction in any such court, and each such party further waives any right to which it may be entitled on account of residence or domicile. In addition, in the event the Federal Courts are unavailable, the Issuer irrevocably submits to the jurisdiction of the Supreme Court of the State of New York, County of New York, and any claim appellate court or body thereto, in respect of any action arising out of or based upon this Exchange and Registration Rights Agreement and irrevocably waives any objection which it may now or hereafter have that to the laying of venue of any proceeding such action in any such court is brought in an inconvenient forumcourt, and each such party further waives any right to which it may be entitled on account of residence or domicile. The Note Guarantors (other than CEMEX Corp.) appointment made by the Issuer shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed CEMEX NY Corporationthe Issuer's Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 000 Xxxxxxx including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each and written notice of their authorized agent such service mailed or delivered to the Issuer at the address set forth in Section 9(b) above shall be deemed, in every respect, effective service of process upon whom all writsthe Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which it might otherwise be entitled (including, process to the extent applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and summonses may be served execution) in any suit, such action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York York, or in any competent court in Mexico, except that Article 27 of the Political Constitution of the United Mexican States, Articles 2, 16 and County 60 of New York. To the extent General Law on National Patrimony (and other related articles), Articles 1, 2, 3 and 4 (and related articles) of the Regulatory Law, Articles 15, 16 and 19 of the Regulations to the Regulatory Law, Articles 1, 2, 3 and 4 (and other related articles) of the Organic Law, and Article 4 of the Federal Code of Civil Procedure of Mexico, set forth that any (a) all domestic petroleum and hydrocarbon resources (whether solid, liquid, gas or intermediate form) are permanently and inalienably vested in Mexico (and, therefore, entitled to immunity), (b) the Petroleum Industry is reserved to Mexico (and, therefore, entitled to immunity), (c) the public entities created and appointed by the Federal Congress of Mexico exclusively to conduct, control, operate and develop the Petroleum Industry in and on behalf of Mexico are the Issuer and the Guarantors (such entities are, therefore, entitled to immunity with respect to exclusive right and power), and (e) attachment prior to judgment or attachment in aid of execution or execution of a final judgment may not be ordered by Mexican courts against property of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantors.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and each of the Note Guarantors have agreed agree that any suit, action or proceeding against the Issuer or any Note Guarantor of the Guarantors brought by any Holder or the Trustee arising out of or based upon the this Indenture or the Notes may be instituted in any state or federal Federal court in the City Borough of Manhattan, New York York, New York, and County any appellate court from any thereof, and each of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted submits to the nonexclusive jurisdiction of such courts for such purpose in any suit, action or proceeding. The Issuer and waivedeach of the Guarantors irrevocably waive, to the fullest extent permitted by law, trial by jury and any objection it to any suit, action, or proceeding that may now be brought in connection with this Indenture or hereafter have the Notes, including such actions, suits or proceedings relating to securities laws of the laying United States of venue America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such proceedingsuit, and any claim it may now action or hereafter have that any proceeding in any such court is has been brought in an inconvenient forum. The Note Issuer and each of the Guarantors (other than CEMEX Corp.) agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and any of the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any of the Guarantors, as the case may be, are subject by a suit upon such judgment; provided, however, that service of process is effected upon the Issuer or any of the Guarantors in the manner provided by this Indenture. The Issuer and each of the Guarantors have appointed CEMEX NY IGT Global Solutions Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000or any successor, as each of their its authorized agent (the "Authorized Agent"), upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the this Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or federal Federal court in the City Borough of New York and County of Manhattan, New York, New York, by any Holder or the Trustee, and expressly accepts the nonexclusive jurisdiction of any such court in respect of any such suit, action or proceeding. To The Issuer and each of the extent Guarantors hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer or any of the Guarantors. Notwithstanding the foregoing, any action involving the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead arising out of or claim such immunity in respect of its obligations under the based upon this Indenture or the Notes. The Issuer will furnish to Notes may be instituted by any Holder upon written request and without charge to or the Holder a copy Trustee in any other court of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Nocompetent jurisdiction.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuers and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CorporationNational Registered Agents, 000 Xxxxxxx XxxxxxInc., 00xx Xxxxx800 Xxxxxx xx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York. To the extent that any of the Issuer Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Elan Finance LLC public limited company c/o CEMEXElan Corporation, S.A.B. de C.V. Xx. plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer Elan Finance Corp. c/o Elan Corporation, plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 TelAttention: +5281-8888-8888 Chief Financial Officer [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerIssuers. The agent may substitute another to act for him. Date: :____________________ Your Signature: :___________________ Signature Guarantee: :______________________________ (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. .] Schedule A [To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee ] [Include for Certificated Notes: OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 3.10 or Note CustodianSection 3.16 of the Indenture, check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (currently Xx Xxxxx Xxxxx Pickering) and its successors as its authorized agent (the Note Guarantors have agreed that “Authorized Agent”) upon which process may be served in any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder Purchaser, or the Trustee by any persons controlling such Purchaser, arising out of or based upon this Agreement which each of the Indenture or the Notes parties hereto hereby agrees that, in respect of any actions brought against it as a defendant may be instituted in any state or federal court in the City U.S. District Court for the Southern District of New York and County any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have parties hereto irrevocably submitted submits to the jurisdiction of such courts for such purpose the Federal Courts in respect of any action arising out of or based upon this Agreement and waived, to the fullest extent permitted by law, trial by jury and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding action in any such court is brought in an inconvenient forumcourt, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The Note Guarantors (other than CEMEX Corp.) appointment made by the Issuer shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed CEMEX NY Corporationthe Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 000 Xxxxxxx including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each and written notice of their authorized agent upon whom all writs, process and summonses may be served in any suit, action such service mailed or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that any of delivered to the Issuer and at the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwiseaddress set forth in Section 9(b) from any legal actionabove shall be deemed, suit or proceedingin every respect, from jurisdiction effective service of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another Issuer hereby waives irrevocably any immunity from jurisdiction to act for him. Date: Your Signature: Signature Guarantee: which it might otherwise be entitled (Signature must be guaranteedincluding, to the extent applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) Sign exactly as your name appears on the other side in any such action in any federal court in The City of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banksNew York, stockbrokersor in any competent court in Mexico, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), subject to certain restrictions pursuant to Exchange Act Rule 17Ad-15applicable law. To be attached If the foregoing is in accordance with your understanding, please sign and return to Global Notes onlyus three (3) counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Purchasers and the Issuer. Very truly yours, PETRÓLEOS MEXICANOS By: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made/S/ XXXXXXXX XXXXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxxxx Xxxxxxxxx Title: Acting Associate Managing Director of Finance Accepted as of the date hereof: X.X. XXXXXX SECURITIES LLC By: /S/ XXX XXXXX-KLARISH Name: Xxx Xxxxx-Klarish Title: Executive Director Accepted as of the date hereof: HSBC SECURITIES (USA) INC. By: /S/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Managing Director Accepted as of the date hereof: SCOTIA CAPITAL (USA) INC. By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Chief Administration Officer Head, Trade Floor Oversight U.S. Accepted as of the date hereof: UBS SECURITIES LLC By: /S/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Managing Director By: /S/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Executive Director Annex 1 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx, 24th Floor New York, NY 10281 UBS Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Exhibit A Petróleos Mexicanos INSTRUCTION TO DTC PARTICIPANTS (Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianMailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed Consent to Jurisdiction. (a) Venezuela agrees that any suit, action or proceeding against the Issuer it or any Note Guarantor its properties, assets or revenues with respect to this Agreement (a “Related Proceeding”) shall be brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court exclusively in the City Supreme Court of the State of New York and York, County of New York and York; in the United States District Court for the Southern District of New York; in the High Court of Justice in London, England; or in the courts of their respective corporate domicilesVenezuela that sit in Caracas, as the person bringing such Related Proceeding may elect in respect its sole discretion, provided that if none of actions the courts specified above located in the country in which such person has elected to bring such Related Proceeding is a court that has jurisdiction of the subject matter or is otherwise competent under applicable law to hear and determine such proceeding, such Related Proceeding may be brought in such other court located in such country as shall have jurisdiction of the subject matter or be otherwise competent under applicable law to hear and determine such Related Proceeding, or if such Related Proceeding seeks relief or a judgment that is enforceable only against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted any of its properties, assets or revenues that are subject to the jurisdiction of such courts for such purpose any other court located in the countries listed above and waived, is limited to the fullest extent permitted by lawvalue of such properties, trial by jury and any objection it assets or revenues, such Related Proceeding may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding be brought in any such court is brought (all such courts described in an inconvenient forumthis sentence being called herein “Specified Courts”). The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served Venezuela also agrees that any judgment obtained in any suit, action or proceeding of the Specified Courts arising out of or based upon the Indenture or the Notes which any Related Proceeding may be instituted enforced or executed in any state Specified Court or federal any other court of competent jurisdiction whatsoever, and any judgment obtained in any such other court as a result of such enforcement or execution may be enforced or executed in any such other court of competent jurisdiction (all such courts other than Specified Courts being called herein “Other Courts”), by means of a suit on the judgment or in any other manner provided by law. Venezuela hereby irrevocably submits to the exclusive jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and, solely for the purpose of enforcing or executing any judgment referred to in the City preceding sentence (a “Related Judgment”), of New York each Specified Court and County of New Yorkeach Other Court. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment The agreement made by Venezuela in aid or otherwisethis Section 18(a) with respect to itself or any of its property, the Issuer jurisdiction is made solely with respect to Related Proceedings and the Note Guarantors have irrevocably waived enforcement or execution of Related Judgments and agreed not under no circumstances shall it be interpreted as a general agreement by the Venezuela with respect to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish proceedings unrelated to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoAgreement.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxxxxx (41st floor), Xxx Xxxx, XX 00000XX, 00000 (U.S.A.) as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuers and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CT Corporation, 000 Xxxxxxx 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as Xxx Xxxx 00000xx each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York. To the extent that any of the Issuer Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Elan Finance LLC public limited company c/o CEMEXElan Corporation, S.A.B. de C.V. Xx. plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer Elan Finance Corp. c/o Elan Corporation, plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 TelAttention: +5281-8888-8888 ASSIGNMENT Chief Financial Officer FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global OF REVERSE SIDE OF NOTE FOR FLOATING RATE NOTES Senior Floating Rate Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodiandue 2013

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or any Notes and the Note Guarantor brought by any Holder Guarantees or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Manhattan; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Issuer and each of the Guarantors (other than CEMEX Corp.) have has appointed CEMEX NY CorporationRhône Group LLC, 000 Xxxxxxx 600 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx Xxxx, XX Xxx Xxxx 00000, XXX as each of their its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan arising out of or based upon this Indenture, the Indenture Notes or the Notes which may be instituted in transactions contemplated hereby or thereby, and any action brought under U.S. federal or state or federal court in securities laws (the City of New York “Authorized Agent”). The Issuer and County of New York. To the extent that any each of the Issuer and Guarantors expressly consents to the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any such court in respect of any such action and waives any other requirements of or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) objections to personal jurisdiction with respect thereto and waives any right to itself trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors agree that, should Rhône Group LLC and its affiliates, collectively, cease to own or any control directly or indirectly at least 25% of its propertythe voting interests of the Company, the Issuer and each of the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity will as soon as reasonably practicable replace Rhône Group LLC with another authorized agent located in respect of its obligations under the Indenture or the NotesNew York. The Issuer will furnish and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any Holder and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written request and without charge notice of such service to the Holder a copy Issuer shall be deemed, in every respect, effective service of process upon the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Issuer and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Noany Guarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City Borough of Manhattan, New York and County of City, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Company and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Corporation Service Company as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any federal or state or federal court in the City Borough of Manhattan, New York and County of New YorkCity. To the extent that any of the Issuer Company and the Note Guarantors have has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Issuer Company and the Note Guarantors have has irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx MDC Partners Inc. 000 Xxxxx Xxxxxx, Nuevo Xxxx0xx Xxxxx New York, México 66265 TelNew York 10022 Attention: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature GuaranteeGeneral Counsel Telephone: (Signature must be guaranteed000) Sign exactly as your name appears on the other side of this Note. The signature(s000-0000 Facsimile: (000) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: 000-0000 SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and the right to any other jurisdiction. The Issuer and the Note Guarantors (other than CEMEX Corp.Corp. and CEMEX Finance LLC) have appointed CEMEX NY Corporation, 000 500 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXXXXXX, S.A.B. de C.V. Xx. Axxxxxx Xxxxxxx Xxxxxxx Xxxxxx # #325 Colonia Xxxxx Vxxxx del Xxxxxxxxx Campestre San Pxxxx Xxxxx Xxxxxx, Nuevo Xxxxx Xxxx, México Xxxxxx 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint ______________________________ as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and delivery of this Indenture, the Note Guarantors have agreed Company and each Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System as its authorized agent upon which process may be served in any suit, action suit or proceeding against arising out of or relating to the Issuer Notes or this Indenture that may be instituted in any Note Guarantor Federal or State court in the Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by any Holder or by the Trustee arising out of or based upon the Indenture in its capacity as a trustee hereunder or the Notes may be instituted Security Trustee in any state or federal court in its capacity as Security Trustee under the City of New York Security Documents, and County of New York and in the courts of their respective corporate domicilesacknowledges that CT Corporation System has accepted such designation, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.ii) have irrevocably submitted submits to the jurisdiction of any such courts for court in any such purpose suit or proceeding and waivedwaives, to the fullest extent permitted by lawpossible, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceedingproceeding or any claim of inconvenient forum, and any claim (iii) agrees that service of process upon CT Corporation System shall be deemed in every respect effective service of process upon it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumsuit or proceeding. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CorporationCompany and each Guarantor further agrees to take any and all action, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000including the execution and filing of any and all such documents and instruments, as each of their authorized agent upon whom all writs, process and summonses may be served necessary to continue such designation and appointment of CT Corporation System in any suit, action or proceeding arising out full force and effect so long as this Indenture shall be in full force and effect and for the continuous period from the date hereof through and including the date which is 550 calendar days after the date upon which the last of or based upon the Indenture or the Notes which shall be outstanding. The Trustee, each such Holder, and the Security Trustee, as the case may be instituted be, agrees to mail or deliver a copy of any service referred to in any state or federal court (iii) above to the Company and each relevant Guarantor, as applicable, at the address of such party provided for in the City of New York and County of New YorkSection 105. To the extent that any of the Issuer and the Note Guarantors have Company or a Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or of notice, attachment before judgment, attachment in aid of execution or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have it hereby irrevocably waived and agreed not to plead or claim waives such immunity in respect of its respective obligations under this Indenture and the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge Notes to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Nofullest extent permitted by law.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) The Issuer and the Note Guarantors have agreed each Guarantor agree that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or Holder, the Trustee or any Agent arising out of or based upon this Indenture, the Indenture Note Guarantees or the Notes may be instituted in any state or federal Federal court in the City Borough of Manhattan, New York York, New York, and County any appellate court from any thereof, and each of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted submits to the non-exclusive jurisdiction of such courts for such purpose in any suit, action or proceeding. Each of the Issuer and waivedthe Guarantors irrevocably waives, to the fullest extent permitted by law, trial by jury and any objection it to any suit, action, or proceeding that may now be brought in connection with this Indenture, the Note Guarantees or hereafter have the Notes, including such actions, suits or proceedings relating to securities laws of the laying United States of venue America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such proceedingsuit, and any claim it may now action or hereafter have that any proceeding in any such court is has been brought in an inconvenient forum. The Note Issuer and the Guarantors (other than CEMEX Corp.) have agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any Guarantor, as the case may be, is subject by a suit upon such judgment; provided, however that service of process is effected upon the Issuer or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Issuer and the Guarantors has appointed CEMEX NY CorporationCorporate Creations Network Inc., 000 Xxxxxxx 90 Xxxxxx Xxxxxx, 00xx Xxxxx5th Floor, Xxx XxxxNew York, XX 00000NY 10013 , or any successor, as each of their its authorized agent (the “Authorized Agent”), upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon this Indenture, the Indenture Note Guarantees or the Notes or the transactions contemplated herein which may be instituted in any state or federal Federal court in the City Borough of New York and County of Manhattan, New York, New York, by any Holder, the Trustee or any Agent, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. To the extent that any Each of the Issuer and the Guarantors hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer and the Guarantors agree to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer and the Guarantors. Notwithstanding the foregoing, any action involving the Issuer or the Guarantors arising out of or based upon this Indenture, the Note Guarantors have Guarantees or the Notes may be instituted by any Holder or the Trustee in any other court of competent jurisdiction. To the fullest extent permitted by applicable law, to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have it hereby irrevocably waived and agreed not to plead or claim waives such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text each of this Indenture, the Notes and the Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantees.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuer and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuer and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC España, S.A., acting through its Luxembourg Branch, CEMEX España, S.A., Luxembourg Branch Xxx Xxxxxx Xxxxx 00-00, X-0000 Xxxxxxxxxx c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors parties hereto have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY CorporationCCS Global Solutions, Inc., 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxxxx 000, Xxx Xxxx, XX 00000Xxx Xxxx, 10018, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself it or any of its their property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xxxxx Dorados Holdings Inc. Xx. Xxxx Xxxxxxxx 1294, Office 501 WTC Free Zone Montevideo, Uruguay (CP 11300) Attention: Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxxxxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 Chief Financial Officer ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Senior Notes Indenture, the Issuer or any Senior Notes and the Note Guarantor brought by any Holder Guarantees or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Manhattan; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Issuer and each of the Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporationhereby appoints CT Corporation System, 000 Xxxxxxx 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx of America as each of their its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Senior Notes Indenture, the Indenture Senior Notes, the purchase agreement dated September 10, 2019 with respect to the Initial Senior Notes or the Notes which transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the "Authorized Agent"). The Issuer and each of the Guarantors expressly consents to the exclusive jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be instituted necessary to continue such appointment in any state or federal court full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in the City every respect, effective service of New York and County of New York. To the extent that any of process upon the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (currently Xx. Xxxxxx X. Sada) and its successors as its authorized agent (the Note Guarantors have agreed that “Authorized Agent”) upon which process may be served in any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder Purchaser, or the Trustee by any persons controlling such Purchaser, arising out of or based upon this Agreement which each of the Indenture or the Notes parties hereto hereby agrees that, in respect of any actions brought against it as a defendant may be instituted in any state or federal court in the City U.S. District Court for the Southern District of New York and County any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have parties hereto irrevocably submitted submits to the jurisdiction of such courts for such purpose the Federal Courts in respect of any action arising out of or based upon this Agreement and waived, to the fullest extent permitted by law, trial by jury and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding action in any such court is brought in an inconvenient forumcourt, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The Note Guarantors (other than CEMEX Corp.) appointment made by the Issuer shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed CEMEX NY Corporationthe Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 000 Xxxxxxx including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each and written notice of their authorized agent upon whom all writs, process and summonses may be served in any suit, action such service mailed or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the City of New York and County of New York. To the extent that any of delivered to the Issuer and at the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwiseaddress set forth in Section 9(b) from any legal actionabove shall be deemed, suit or proceedingin every respect, from jurisdiction effective service of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another Issuer hereby waives irrevocably any immunity from jurisdiction to act for himwhich it might otherwise be entitled (including, to the extent applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any such action in any federal court in The City of New York, or in any competent court in Mexico, subject to the limitations set forth in Section 9(i) above. DateIf the foregoing is in accordance with your understanding, please sign and return to us 4 counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Purchasers and the Issuer. Very truly yours, PETRÓLEOS MEXICANOS By: Your SignatureName: Xxxxxx Xxxxxxx del Ángel Title: Associate Managing Director of Finance of Petróleos Mexicanos Signature page Exchange and Registration Rights Agreement Accepted as of the date hereof: XXXXXXX, XXXXX & CO. By: (Xxxxxxx, Sachs & Co.) X.X. XXXXXX SECURITIES LLC By: Name: Title: RBS SECURITIES INC. By: Name: Title: Signature Guarantee: page Exchange and Registration Rights Agreement Annex 1 Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RBS Securities Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Exhibit A Petróleos Mexicanos INSTRUCTION TO DTC PARTICIPANTS (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianMailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuers and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CorporationNational Registered Agents, Inc., 000 Xxxxxxx XxxxxxXxxxxx xx Xxxxxxxx, 00xx XxxxxXxxxx 000, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York. To the extent that any of the Issuer Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Elan Finance LLC public limited company c/o CEMEXElan Corporation, S.A.B. de C.V. Xx. plc Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer Elan Finance Corp. c/o Elan Corporation, plc Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 TelAttention: +5281-8888-8888 Chief Financial Officer [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.Number) and irrevocably appoint as agent to transfer this Note on the books of the IssuerIssuers. The agent may substitute another to act for him. Date: :____________________ Your Signature: :___________________ Signature Guarantee: :______________________________ (Signature must be guaranteed) __________________________________________________ Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. .] Schedule A [To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee ___________________ ___________________ ___________________ __________________ ___________________ ] [Include for Certificated Notes: OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 3.10 or Section 3.16 of the Indenture, check either box: o Section 3.10 o Section 3.16 If you want to elect to have only part of this Note Custodianpurchased by the Issuers pursuant to Section 3.10 or 3.16 of the Indenture, state the principal amount (which must be equal to $100,000 or an integral multiple of $1,000 in excess thereof) that you want to have purchased by the Issuers: $ Date: __________ Your Signature ____________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee: _______________________________________ (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.] EXHIBIT B FORM OF CERTIFICATE FOR TRANSFER TO QIB [Date] The Bank of New York Mellon One Canada Square Xxxxxx X00 0XX Xxxxxx Xxxxxxx Attention: Corporate Trust Administration Re: 8.750% Senior Notes due 2016 (the “Notes”) of Elan Finance public limited company and Elan Finance Corp. (together, the “Issuers”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of August 17, 2010 (as amended and supplemented from time to time, the “Indenture”), among the Issuers, the Company and the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $___________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by the undersigned (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note. In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ____________________________ Authorized Signature EXHIBIT C FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S [Date] The Bank of New York Mellon One Canada Square Xxxxxx X00 0XX Xxxxxx Xxxxxxx Attention: Corporate Trust Administration Re: 8.750% Senior Notes due 2016 (the “Notes”) of Elan Finance public limited company and Elan Finance Corp. (together, the “Issuers”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of August 17, 2010 (as amended and supplemented from time to time, the “Indenture”), among the Issuers, the Company, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. In connection with our proposed sale of $________ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represent an interest in a 144A Global Note] beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors have Company has agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) have Company has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, CT Corporation System as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeIndenture. Requests may be made to: CEMEX Finance LLC c/o CEMEXBanco xx Xxxxxxx y Buenos Aires S.A. Tte. Gral. Xxxx X. Xxxxx 407, S.A.B. de C.V. Xx2 degrees Piso (C1038AAI) Buenos Aires Argentina Attention: Dra. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281. +(0000) 0 000-88880000 Fax +(0000) 0 000-8888 0000 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s 's name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Company and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City Borough of Manhattan, New York and County of City, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Company and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Corporation Service Company as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any federal or state or federal court in the City Borough of Manhattan, New York and County of New YorkCity. To the extent that any of the Issuer Company and the Note Guarantors have has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Issuer Company and the Note Guarantors have has irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx MDC Partners Inc. 000 Xxxxx Xxxxxx, Nuevo 00xx Xxxxx Xxx Xxxx, México 66265 TelXX 00000 Attention: +5281General Counsel Telephone: (000) 000-88880000 Facsimile: (000) 000-8888 0000 [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ______________________________________________ (Print or type assignee’s name, address and zip code) ______________________________________________ (Insert assignee’s soc. sec. Social Security or tax Tax I.D. No.) and irrevocably appoint _________________________ as agent to transfer this Note on the books of the IssuerCompany. The agent may substitute another to act for him. Date: :____________________ Your Signature: :_______________________ Signature Guarantee: :__________________________________ (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. .] Exhibit A-14 [To be attached to Global Notes only: SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: ] Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or 3.21 of the Indenture, check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Guarantor hereby appoints the Consul General of Mexico in New York City (currently Xx. Xxxxx Xxxxx) and its successors as its authorized agent (the Note Guarantors have agreed that "Authorized Agent") upon which process may be served in any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder Purchaser, or the Trustee by any persons controlling such Purchaser, arising out of or based upon the Indenture or the Notes this Exchange and Registration Rights Agreement which may be instituted in any state or federal court in the City U.S. District Court for the Southern District of New York and County any appellate court or body thereto (collectively, the "Federal Courts") or the state courts of New York and in referred to below. Each of the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have parties hereto irrevocably submitted submits to the jurisdiction of such courts for such purpose the Federal Courts in respect of any action arising out of or based upon this Exchange and waived, to the fullest extent permitted by law, trial by jury Registration Rights Agreement and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceedingaction in any such court, and each such party further waives any right to which it may be entitled on account of residence or domicile. In addition, in the event the Federal Courts are unavailable, each of the Issuer and the Guarantor hereto irrevocably submits to the jurisdiction of the Supreme Court of the State of New York, County of New York, and any claim appellate court or body thereto, in respect of any action arising out of or based upon this Exchange and Registration Rights Agreement and irrevocably waives any objection which it may now or hereafter have that to the laying of venue of any proceeding such action in any such court is brought in an inconvenient forumcourt, and each such party further waives any right to which it may be entitled on account of residence or domicile. The Note Guarantors (other than CEMEX Corp.) appointment made by the Guarantor shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed CEMEX NY Corporationthe Guarantor's Authorized Agent and such successor agent shall have accepted such appointment. The Guarantor will take any and all action, 000 Xxxxxxx including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each and written notice of their authorized agent such service mailed or delivered to the Guarantor at the address set forth in Section 9(b) above shall be deemed, in every respect, effective service of process upon whom all writsthe Guarantor. The Guarantor hereby waives irrevocably any immunity from jurisdiction to which it might otherwise be entitled (including, process to the extent applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and summonses may be served execution) in any suit, such action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of New York. To the extent , or in any competent court in Mexico, except that any Article 27 of the Issuer Political Constitution of Mexico, Articles 2, 16 and 60 of the General Law on National Patrimony (and other related articles), Articles 1, 2, 3 and 4 (and related articles) of the Regulatory Law, Articles 15, 16 and 19 of the Regulations to the Regulatory Law, Articles 1, 2, 3 and 4 (and other related articles) of the Organic Law, and Article 4 of the Federal Code of Civil Procedure of Mexico, set forth that (a) all domestic petroleum and hydrocarbon resources (whether solid, liquid, gas or intermediate form) are permanently and inalienably vested in Mexico (and, therefore, entitled to immunity), (b) the Petroleum Industry is reserved to Mexico (and, therefore, entitled to immunity), (c) the public entities created and appointed by the Federal Congress of Mexico exclusively to conduct, control, operate and develop the Petroleum Industry in and on behalf of Mexico are the Guarantor and the Note Subsidiary Guarantors have (such entities are, therefore, entitled to immunity with respect to exclusive right and power), and (e) attachment prior to judgment or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid of execution or otherwise) execution of a final judgment may not be ordered by Mexican courts against property of the Guarantor and the Subsidiary Guarantors. If the foregoing is in accordance with respect your understanding, please sign and return to itself or any of its propertyus 4 counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Purchasers, the Issuer Guarantor and the Note Guarantors have irrevocably waived Issuer. Very truly yours, Pemex Project Funding Master Trust By: /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Assistant Vice President Petróleos Mexicanos By: /s/ XXXXXXXX XXXXXXXX Name: Xxxxxxxx Xxxxxxxx Title: Deputy Manager of Capital Markets Xxxxxxx, Sachs & Co., Xxxxxx Brothers Inc., on their own behalf and agreed not to plead or claim such immunity on behalf of the Purchasers listed in respect Schedule 1 hereto Accepted as of its obligations under the Indenture or date hereof: Xxxxxxx, Sachs & Co. /s/ XXXXXXX, XXXXX & CO. Xxxxxxx, Sachs & Co. Xxxxxx Brothers Inc. By: /s/ XXXXXXX AMAUDY Name: Xxxxxxx Amaudy Title: Senior Vice President 21 Schedule 1 Purchasers Xxxxxxx, Sachs & Co. Xxxxxx Brothers Inc. ABN AMRO Incorporated BNP Paribas Santander Central Hispano Investment Securities Inc. Exhibit A Pemex Project Funding Master Trust INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT—IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] * The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the NotesPemex Project Funding Master Trust (the "Issuer") 8.000% Notes due 2011 (the "Securities") are held. The Issuer will furnish is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to any Holder upon written request have their Securities included in the registration statement, beneficial owners must complete and without charge to return the Holder enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the Indenture which has enclosed materials as soon as possible as their rights to have the Securities included in it the text registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXmatter, S.A.B. de C.V. Xx. Xxxxxxx please contact Pemex Project Funding Master Trust, Xxxxxxx Xxxxxx # 325 Colonia Xxxxxxxx 000, Xxxxx del Xxxxxxxxx Xxxxx XxxxxxXxxxxxxxx, Nuevo XxxxXxxx 00, México 66265 TelXxxxxxxx de Financiamientos y Xxxxxxxx xx Xxxxxxx, Mexico D.F. 11311, Mexico, Facsimile Transmission No. 000-000-000-0000, Attention: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s socAssociate Managing Director of Finance. sec. or tax I.D. No* Not less than 28 calendar days from date of mailing.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and delivery of this Indenture, the Note Guarantors have agreed Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System as its authorized agent upon which process may be served in any suit, action suit or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or relating to the Notes or this Indenture that may be instituted in any state Federal or federal State court in the Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Trustee in its capacity as a trustee hereunder, and County of New York and in the courts of their respective corporate domicilesacknowledges that CT Corporation System has accepted such designation, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.ii) have irrevocably submitted submits to the jurisdiction of any such courts for court in any such purpose suit or proceeding and waivedwaives, to the fullest extent permitted by lawpossible, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceedingproceeding or any claim of inconvenient forum, and any claim (iii) agrees that service of process upon CT Corporation System shall be deemed in every respect effective service of process upon it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumsuit or proceeding. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CorporationCompany further agrees to take any and all action, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000including the execution and filing of any and all such documents and instruments, as each of their authorized agent upon whom all writs, process and summonses may be served necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and for the continuous period from the date hereof through and including the date which is two years after the date upon which the last of the Notes shall be outstanding. The Trustee agrees to mail or deliver a copy of any suit, action or proceeding arising service referred to in (iii) above and actually received by it to the Chief Executive Officer of the Company at its principal office at the address set out on page 1 of or based upon the this Indenture or at any other address previously notified in writing to the Notes which may be instituted in any state or federal court in the City of New York and County of New YorkTrustee. To the extent that any of the Issuer and the Note Guarantors have Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or of notice, attachment before judgment, attachment in aid of execution or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have it hereby irrevocably waived and agreed not to plead or claim waives such immunity in respect of its respective obligations under this Indenture and the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge Notes to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Nofullest extent permitted by law.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors each Guarantor have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the 2029 Fixed Rate Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) Issuer and each Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) each have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, the Issuer as each of their authorized agent its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the 2029 Fixed Rate Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any either of the Issuer and the Note Guarantors applicable Guarantor have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors applicable Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the 2029 Fixed Rate Notes. The Issuer will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type2029 Fixed Rate Note. Requests may be made to: CEMEX Finance LLC c/o CEMEXGSK Consumer Healthcare Capital US LLC, S.A.B. de C.V. Xx. attention: Xxxxxxx Xxxxxxxxxx (Group Treasurer), e-mail: xx.xxxxxxxx@xxx.xxx, with copy to: Xxxxxx X. Xxxxx (VP and Secretary), Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign Xxxxxxx (VP and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.Treasurer) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: Xxxxxxx Xxxxx (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programAssistant Secretary), pursuant to Exchange Act Rule 17Ad-15email address: XX.XxxxXxx@xxx.xxx. To be attached to Global Notes only: Schedule A SCHEDULE OF INCREASES OR DECREASES IN 2029 FIXED RATE GLOBAL NOTE The following increases or decreases in this 2029 Fixed Rate Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this 2029 Fixed Rate Global Note Amount of increase in Principal Amount of this 2029 Fixed Rate Global Note Principal Amount of this 2029 Fixed Rate Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianRegistrar EXHIBIT D FORM OF 2032 FIXED RATE GLOBAL NOTE [Include the following legend for all Rule 144A Global Notes:]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Guarantor hereby appoints the Consul General of Mexico in New York City (currently Xx. Xxxxxxxx Xxxxxxx del Río) and its successors as its authorized agent (the Note Guarantors have agreed that "Authorized Agent") upon which process may be served in any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder Purchaser, or the Trustee by any persons controlling such Purchaser, arising out of or based upon the Indenture or the Notes this Exchange and Registration Rights Agreement which may be instituted in any state or federal court in the City U.S. District Court for the Southern District of New York and County any appellate court or body thereto (collectively, the "Federal Courts") or the state courts of New York and in referred to below. Each of the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have parties hereto irrevocably submitted submits to the jurisdiction of such courts for such purpose the Federal Courts in respect of any action arising out of or based upon this Exchange and waived, to the fullest extent permitted by law, trial by jury Registration Rights Agreement and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceedingaction in any such court, and each such party further waives any right to which it may be entitled on account of residence or domicile. In addition, in the event the Federal Courts are unavailable, each of the Issuer and the Guarantor hereto irrevocably submits to the jurisdiction of the Supreme Court of the State of New York, County of New York, and any claim appellate court or body thereto, in respect of any action arising out of or based upon this Exchange and Registration Rights Agreement and irrevocably waives any objection which it may now or hereafter have that to the laying of venue of any proceeding such action in any such court is brought in an inconvenient forumcourt, and each such party further waives any right to which it may be entitled on account of residence or domicile. The Note Guarantors (other than CEMEX Corp.) appointment made by the Guarantor shall be irrevocable as long as any of the Securities remain outstanding, unless and until a successor agent shall have been appointed CEMEX NY Corporationthe Guarantor's Authorized Agent and such successor agent shall have accepted such appointment. The Guarantor will take any and all action, 000 Xxxxxxx including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as each and written notice of their authorized agent such service mailed or delivered to the Guarantor at the address set forth in Section 9(b) above shall be deemed, in every respect, effective service of process upon whom all writsthe Guarantor. The Guarantor hereby waives irrevocably any immunity from jurisdiction to which it might otherwise be entitled (including, process to the extent applicable, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and summonses may be served execution) in any suit, such action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of New York. To the extent , or in any competent court in Mexico, except that any Article 27 of the Issuer Political Constitution of Mexico, Articles 2, 16 and 60 of the General Law on National Patrimony (and other related articles), Articles 1, 2, 3 and 4 (and related articles) of the Regulatory Law, Articles 15, 16 and 19 of the Regulations to the Regulatory Law, Articles 1, 2, 3 and 4 (and other related articles) of the Organic Law, and Article 4 of the Federal Code of Civil Procedure of Mexico, set forth that (a) all domestic petroleum and hydrocarbon resources (whether solid, liquid, gas or intermediate form) are permanently and inalienably vested in Mexico (and, therefore, entitled to immunity), (b) the Petroleum Industry is reserved to Mexico (and, therefore, entitled to immunity), (c) the public entities created and appointed by the Federal Congress of Mexico exclusively to conduct, control, operate and develop the Petroleum Industry in and on behalf of Mexico are the Guarantor and the Note Subsidiary Guarantors have (such entities are, therefore, entitled to immunity with respect to exclusive right and power), and (e) attachment prior to judgment or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid of execution or otherwise) with respect to itself or any execution of its property, a final judgment may not be ordered by Mexican courts against property of the Issuer Guarantor and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoSubsidiary Guarantors.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and the Note Guarantors Guarantor have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Note Guarantors (other than CEMEX Corp.) Issuer and the Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) Issuer and the Guarantor each have appointed CEMEX NY CorporationGlaxoSmithKline Capital Inc., 000 Xxxxxxx with offices currently at 1000 Xxxxx Xxxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxxxxx, XX 00000, Xxxxxxxx 00000 as each of their authorized agent its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the The City of New York and County of York, New York. To the extent that any either of the Issuer and the Note Guarantors Guarantor have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer and the Note Guarantors Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger typeNote. Requests may be made to: CEMEX GSK Finance LLC c/o CEMEX(No.3) plc, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia 900 Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx Xxxx, México 66265 TelXxxxxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx, e-mail: +5281cxxxxxx.xxxxxxxxx@xxx.xxx; or GlaxoSmithKline plc, 900 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx, facsimile number: e-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form belowmail: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soccxxxxxx.xxxxxxxxx@xxx.xxx. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: Schedule A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianRegistrar EXHIBIT B FORM OF CERTIFICATED NOTE [Include the following legend for all Certificated Notes:] THE NOTES EVIDENCED BY THIS CERTIFICATED NOTE MAY BE PURCHASED AND TRANSFERRED ONLY IN MINIMUM PRINCIPAL AMOUNTS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. THIS NOTE AND THE GUARANTEE OF THE NOTE BY GLAXOSMITHKLINE PLC (THE “GUARANTOR”) HAVE NOT BEEN AND WILL NOT BE REGISTERED FOR OFFER OR SALE UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES, AND NEITHER THE ISSUER NOR THE GUARANTOR IS REGISTERED OR INTENDS TO REGISTER UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THE NOTE (INCLUDING ANY BENEFICIAL INTEREST THEREIN) MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH BELOW. EACH PERSON WHO PURCHASES OR OTHERWISE ACQUIRES THIS NOTE BY ACCEPTING DELIVERY HEREOF IS DEEMED TO REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE FOR THE BENEFIT OF THE ISSUER, THE GUARANTOR, THERAVANCE BIOPHARMA, INC. (“THERAVANCE”) AND THE TRUSTEE THAT IT, AND EACH PERSON FOR WHICH IT IS ACTING, WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND EXCEPT: (1) TO GLAXOSMITHKLINE PLC OR ITS SUBSIDIARIES, OR (2) TO A PERSON WHO IS A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT (A “QP”) WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (A “QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs, EACH OF WHICH IS ALSO A QP AS TO WHICH THE PURCHASER EXERCISES SOLE INVESTMENT DISCRETION IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; AND IN EACH CASE IN A PRINCIPAL AMOUNT (FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH SUCH PURCHASER IS ACTING) OF NOT LESS THAN THE MINIMUM DENOMINATION SPECIFIED FOR THIS NOTE PURSUANT TO THE INDENTURE GOVERNING THE NOTES. EACH TRANSFEREE WHO PURCHASES OR OTHERWISE ACQUIRES THIS NOTE (OR ANY BENEFICIAL INTEREST THEREIN) BY PURCHASING OR OTHERWISE ACQUIRING SUCH NOTE (OR SUCH BENEFICIAL INTEREST) IS DEEMED TO REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE FOR THE BENEFIT OF THE ISSUER, THE GUARANTOR, THERAVANCE AND THE TRUSTEE THAT:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and each of the Note Guarantors have agreed agree that any suit, action or proceeding against the Issuer or any Note Guarantor of the Guarantors brought by any Holder or the Trustee arising out of or based upon the this Indenture or the Notes may be instituted in any state or federal Federal court in the City Borough of Manhattan, New York York, New York, and County any appellate court from any thereof, and each of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have irrevocably submitted submits to the non-exclusive jurisdiction of such courts for such purpose in any suit, action or proceeding. The Issuer and waivedeach of the Guarantors irrevocably waive, to the fullest extent permitted by law, trial by jury and any objection it to any suit, action, or proceeding that may now be brought in connection with this Indenture or hereafter have the Notes, including such actions, suits or proceedings relating to securities laws of the laying United States of venue America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such proceedingsuit, and any claim it may now action or hereafter have that any proceeding in any such court is has been brought in an inconvenient forum. The Note Issuer and each of the Guarantors (other than CEMEX Corp.) agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and any of the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any of the Guarantors, as the case may be, are subject by a suit upon such judgment; provided, however, that service of process is effected upon the Issuer or any of the Guarantors in the manner provided by this Indenture. The Issuer and each of the Guarantors have appointed CEMEX NY CorporationGTECH US, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000or any successor, as each of their its authorized agent (the “Authorized Agent”), upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the this Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or federal Federal court in the City Borough of New York and County of Manhattan, New York, New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. To The Issuer and each of the extent Guarantors hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer or any of the Guarantors. Notwithstanding the foregoing, any action involving the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead arising out of or claim such immunity in respect of its obligations under the based upon this Indenture or the Notes. The Issuer will furnish to Notes may be instituted by any Holder upon written request and without charge to or the Holder a copy Trustee in any other court of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. Nocompetent jurisdiction.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and parties to the Note Guarantors Indenture have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Company agrees that proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of New York Buenos Aires, the arbitration tribunal of the stock exchange, market or body in which the Notes are listed, and County of New York and any competent court in the courts place of their respective its corporate domiciles, in respect of actions brought against them as defendantsdomicile. The Note Guarantors (other than CEMEX Corp.) parties to the Indenture have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and jury, any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Note Guarantors (other than CEMEX Corp.) have Company has appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000CT Corporation System, as each of their its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the The City of New York and County of York, New York. To the extent that the Company or any of the Issuer and the Note Guarantors its properties, assets or revenues may have or may hereafter may acquire become entitled to, in any immunity (sovereign jurisdiction in which any Specified Court is vested, or have attributed to the Company, any right of immunity, on the grounds of sovereignty or otherwise) , from any legal action, suit or proceeding, from jurisdiction the giving of any court relief in any such legal action, suit or proceeding, from setoff or from set-off counterclaim, from service of process, from attachment upon or any legal process (whether service or noticeprior to judgment, from attachment in aid of execution of judgment, or otherwise) from execution of judgment or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any Specified Court in which proceedings may at any time be commenced, with respect to itself the obligations and liabilities of the Company, or any other matter under or arising out of its propertyor in connection with, the Issuer Notes or the Indenture, to the fullest extent permitted by applicable law, the Company irrevocably and the Note Guarantors have irrevocably waived unconditionally waives or will waive such right, and agreed agrees not to plead or claim any such immunity and consents to such relief and enforcement; provided that, if the Argentine courts determine that any of the Company’s properties located in respect Argentina is necessary for the provision of its obligations under an essential public service, such property might not be subject to attachment, whether preliminarily or in aid of execution. Nothing in the Indenture preceding paragraph shall affect the right of the Trustee or any Holder of the NotesNotes to serve process in any other manner permitted by law. The Issuer will Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEXTarjeta Naranja X.X. Xx Xxxxxxx 000 Xxxx xx Xxxxxxx, S.A.B. de C.V. Xx. Xxxxxxxx xx Xxxxxxx, Xxxxxxxxx Attention: Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer By the execution and delivery of this Agreement, the Note Guarantors have agreed that Company and each Selling Shareholder not located in the United States (each, a “Non-U.S. Selling Shareholder”) hereby irrevocably designates and appoints Voltaire, Inc. as the authorized agent of the Company and such Non-U.S. Selling Shareholders upon whom process may be served in any suit, proceeding or other action against the Company or any non-U.S. Selling Shareholder instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company or a non-U.S. Selling Shareholders in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. The Company and each Selling Shareholders expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company or the Selling Shareholders, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company and each Selling Shareholder further agree that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company and such Selling Shareholder in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding against cannot be made in the Issuer manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any Note Guarantor brought by any Holder successor convention or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the City of New York and County of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantstreaty. The Note Guarantors (other than CEMEX Corp.) have Company and each Selling Shareholder hereby irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and waive any objection that it may now have or hereafter have to the laying of venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon on the Indenture Shares, or this Agreement or otherwise relating to the Notes which may be instituted offering, issuance and sale of the Shares in any Federal or state or federal court sitting in the City County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder agree that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Underwriters to bring any action or proceeding against the Company, any Selling Shareholder or any of their respective property in the courts of any other jurisdiction. The Company and each Selling Shareholder further agree to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company and each Selling Shareholder hereby agree with the Underwriters to the nonexclusive jurisdiction of the courts of the State of New York, or the Federal courts sitting in the County of New York. To York in connection with any action or proceeding arising from the extent that any sale of the Issuer and Shares or this Agreement brought by the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture Company or the NotesUnderwriters. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy 35 Very truly yours, VOLTAIRE LTD. By Name: Title: SELLING SHAREHOLDERS By Name: Title: By Name: Title: As Attorneys-in-Fact acting on behalf of each of the Indenture which has Selling Shareholders named in it the text of Schedule II to this Note in larger typeAgreement. Requests may be made toAccepted: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx2007 J.X. XXXXXX SECURITIES INC. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx XxxxxxMXXXXXX LXXXX & CO. Mxxxxxx Lynch, Nuevo XxxxPierce, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this NoteFxxxxx & Sxxxx Incorporated, fill in the form below: I or we assign For themselves and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books behalf of the Issuerseveral Underwriters listed in Schedule 1 hereto. The agent may substitute another to act for himJ.X. XXXXXX SECURITIES INC. Date36 By Name: Your SignatureTitle MXXXXXX LXXXX & CO. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, By Name: Signature GuaranteeTitle 37 Schedule 1 Underwriter Number of Shares J.X. Xxxxxx Securities Inc. Mxxxxxx Lxxxx, Pxxxxx Xxxxxx & Sxxxx Incorporated Txxxxx Wxxxxx Partners LLC RBC Capital Markets Total Schedule II Number of Underwritten Shares: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianCompany Selling Shareholders:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Issuer or any Note Guarantor Company brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendantsYork. The Issuers and the Note Guarantors (other than CEMEX Corp.) have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury and any objection it they may now or hereafter have to the laying of venue of any such proceeding, and any claim it they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors (other than CEMEX Corp.) have appointed CEMEX NY CT Corporation, 000 Xxxxxxx Xxxxxx111 Eighth Avenue, 00xx XxxxxNew York, Xxx Xxxx, XX 00000, as New York 10011as each of their authorized agent upon whom all writsauthorixxx xxxxx xxxx xxxx xxx xxxxx, process and summonses xxxxxxx xxx xxmmonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York and County of York, New York. To the extent that any of the Issuer Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself themselves or any of its their property, the Issuer Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its their obligations under the Indenture or the Notes. The Issuer Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Elan Finance LLC public limited company c/o CEMEXElan Corporation, S.A.B. de C.V. Xx. plc Lincoln House Lincoln Place Dxxxxx 0, Xxxxxxx Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Elan Finance Corp. c/o Elan Corporation, plc Lincoln House, Lincoln Place Dublin 2, Ireland Xxxxxxxxx: Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT Xxxxxxx FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act OF REVERSE SIDE OF NOTE for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Floating Rate Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note CustodianSenior Floating Rate Notes due 2011

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer and Each of the Note Guarantors have agreed parties hereto irrevocably agrees that any suit, action or proceeding against arising out of, related to, or in connection with this Indenture, the Issuer or any Note Guarantor brought by any Holder Notes and the Notes Guarantees or the Trustee transactions contemplated hereby, and any action arising out of under U.S. federal or based upon the Indenture or the Notes state securities laws, may be instituted in any U.S. federal or state or federal court located in the State and City of New York and County York, Borough of New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (other than CEMEX Corp.) have Manhattan; irrevocably submitted to the jurisdiction of such courts for such purpose and waivedwaives, to the fullest extent permitted by lawit may effectively do so, trial by jury and any objection which it may now or hereafter have to the laying of venue of any such proceeding, ; and any claim it may now or hereafter have that any proceeding irrevocably submits to the jurisdiction of such courts in any such court is brought in an inconvenient forumsuit, action or proceeding. The Note Issuer and each of the Guarantors (other than CEMEX Corp.) have has appointed CEMEX NY CT Corporation, 000 Xxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx as each of their its authorized agent upon whom all writs, process and summonses may be served in any such suit, action or proceeding which may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan arising out of or based upon this Indenture, the Indenture Notes and the Notes Guarantees or the Notes which transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be instituted necessary to continue such appointment in any state or federal court full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in the City every respect, effective service of New York and County of New York. To the extent that any of process upon the Issuer and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuer and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: CEMEX Finance LLC c/o CEMEX, S.A.B. de C.V. Xx. Xxxxxxx Xxxxxxx Xxxxxx # 325 Colonia Xxxxx del Xxxxxxxxx Xxxxx Xxxxxx, Nuevo Xxxx, México 66265 Tel: +5281-8888-8888 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. NoGuarantor.) and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. To be attached to Global Notes only: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian