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

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent upon whom process may be served in any suit, proceeding or other action against it 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 the New York 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 connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this AgreementIndenture, the Company hereby Notes and the Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably designates waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and appoints Xxxxxxx & Associatesirrevocably submits to the jurisdiction of such courts in any such suit, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 action or proceeding. The Issuer and each of the Guarantors has appointed CT Corporation as its authorized agent upon whom process may be served in any such suit, action or proceeding or other action against it which may be 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 federal or state court located in the New York Supreme Court, County of New York and the United States District Court for the Southern District State of New York, Borough of Manhattan arising out of or based upon this Indenture, the offering made Notes or the 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 the Prospectus or any purchase or sale of Shares in connection therewithjury. Such designation and appointment shall be irrevocable, irrevocable unless and until a successor authorized replaced by an agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by the Trustee it being understood and agreed that S.D. Xxxxxx Company, such successor 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000 (Attention: Ms. Xxxxx Manchester, Vice President and General Counsel), shall have accepted be deemed an agent 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 each of the Issuer and the Parent 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 thereof shall have been given of such service to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, Issuer 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 other sums due under or in respect of this AgreementGuarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) 17.1 By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 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 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 the New York 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 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 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 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 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 waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 Company or any of its properties 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 Underwriters or any person controlling an Underwriter. (b) 17.2 The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong Israel or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other Israeli currency, subject to Israeli foreign currency control regulations, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kongthe State of Israel, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currencyNew Israeli Shekels linked, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country Israel or changes in the applicable currencyNew Israeli Shekel-United States dollar exchange rate, the Company will not interpose any 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 Hong Kongthe State of Israel. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) 17.3 The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Company and the execution and delivery of this AgreementSubsidiary Guarantors have agreed that any suit, action or proceeding against the Company hereby 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, New York. The Company and the Subsidiary Guarantors have irrevocably designates submitted to the jurisdiction of such courts for such purpose and appoints Xxxxxxx & Associateswaived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to which any of them may be entitled, on account of place of residence or domicile. The Company and the Subsidiary Guarantors have appointed CT Corporation System with offices currently at 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Company and the currency of such foreign country Subsidiary Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to themselves or any other jurisdiction other than in of their property, the United States, seeking damages Company and the Subsidiary Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The 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: Desarrolladora Homex, S.A. de C.V. Gutemberg #219 Colonia Nueva Xxxxxxx Xxxxxx Xxxxxxx, 11590 Mexico City, Mexico 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 Social Security or Tax I.D. Number) and irrevocably appoint agent to transfer this Note on the books of the Company. 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 purpose other side of obtaining any injunction 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. (1) Date of Exchange (2) Amount of decrease in Principal Amount of this Global Note (3) Amount of increase in Principal Amount of this Global Note (4) Principal Amount of this Global Note following such decrease or declaratory judgment against the enforcement of, increase (5) Signature of authorized signatory of Trustee or a declaratory judgment concerning any alleged breach Note Custodian If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any Section 3.8 of the Underwriters’ rights under this AgreementIndenture, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx XxxxxxXxx., Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent upon whom process may be served in any suit, proceeding or other action against it 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 the New York 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 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 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 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 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 waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 Company or any of its properties 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 Underwriters or any person controlling an Underwriter. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong KongChina, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong KongChina. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong China 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Company agrees that any legal suit, action or proceeding brought by the execution Initial Purchasers or any person controlling an Initial Purchaser arising out of or based upon this Agreement may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, State of New York, waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and delivery submits to the non-exclusive jurisdiction of this Agreementany such court in any such suit, the action or proceeding. The Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 CT Corporation System (or any successor entity) as its the Company’s authorized agent upon whom which process may be served in any such suit, action or proceeding or other action against it instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or in any such controlling person is a party court and based upon this Agreement, or in any other action against the Company in the New York 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 connection therewith. 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 Company further agrees that service of process upon CT Corporation System (or such successor entity) at its authorized agent office at 20 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 (or successor such other address in the Borough of Manhattan, The City of New York, State of New York, as the Company may designate by written notice to the Initial Purchasers), and written notice of said service to the Company mailed or delivered to 90 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Attention: General Counsel, shall be deemed in every respect personal effective service of process upon the Company in any such suit, action or proceeding or other action. (b) The Company agrees that in any suit (whether in and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable for a court in period of ten years from the United States, China, Hong Kong or elsewhere) seeking enforcement date of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong KongAgreement. The Company agrees to take all action as may be necessary to continue the designation and appointment of CT Corporation System, or any successor entity in full force and effect so that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than the Company shall at all times during such period have an agent for service of process for the above purposes in the United StatesBorough of Manhattan, seeking damages in respect The City of or for New York, State of New York. Nothing herein shall affect the purpose right of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by the Company or other claim by the Underwriters, Initial Purchasers or any person controlling an Underwriter Initial Purchaser to serve process in respect any manner permitted by law or limit the right of this Agreement the Initial Purchasers or any of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging the enforceability of or seeking person controlling an Initial Purchaser to invalidate in any respect the submission by bring proceedings against the Company hereunder to the jurisdiction of in the courts or the designation of the laws as the law applicable to this Agreement, in each case as set forth herein. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to jurisdiction or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 currencyjurisdictions. To the extent that the Underwriters Company may acquire any immunity from jurisdiction of any court or such controlling persons are not able from any legal process (whether through service of notice, attachment prior to purchase sufficient United States dollars with such amount judgment, attachment in aid of such other currency to discharge the obligations of the Company to the Underwriters execution, execution or such controlling persons, the obligations of the Company shall not be discharged otherwise) with respect to itself or its property, it hereby irrevocably waives 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 other sums due under or immunity in respect of this Agreement, to the fullest extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this AgreementIndenture, the Company hereby Notes and the Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably designates waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and appoints Xxxxxxx & Associatesirrevocably submits to the jurisdiction of such courts in any such suit, 000 Xxxxxxx Xxxxxxaction or proceeding. The Issuer and the Guarantor(s) have appointed Corporation Service Company, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, XxxxxxXxx Xxxx, Xxxxxxxx XX 00000 0000, Xxxxxx Xxxxxx xx Xxxxxxx as its authorized agent upon whom process may be served in any such any suit, action or proceeding with respect to this Indenture, the Notes, the Guarantee or other action against it instituted by any Underwriter the transactions contemplated hereby 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 thereby brought in any other action against the Company U.S. federal or New York State court located in the New York Supreme Court, County of New York and the United States District Court for the Southern District State of New York, arising out and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each Guarantor expressly and irrevocably submits to the non-exclusive jurisdiction of the offering made 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 the Prospectus or any purchase or sale of Shares in connection therewithjury. Such designation and appointment shall be irrevocable, irrevocable unless and until a successor authorized replaced by an agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by Trustee. The Issuer and each Guarantor represents and warrants that the CompanyAuthorized Agent has agreed to act as said agent for service of process, such successor shall have accepted 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 thereof shall have been given of such service to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, Issuer 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 other sums due under or in respect of this AgreementGuarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the The Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 Associates as its the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against it 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 New York 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 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 Representative 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 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. (b) . 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 agrees hereby irrevocably waives any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United StatesSecurities, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except relating to the extent that such a judgment would violate offering, issuance and sale of the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded Securities in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either federal or both of the consumer price index of the currency of such foreign country or changes state court sitting in the applicable currency-United States dollar exchange rate, the Company will not interpose County of New York and hereby further irrevocably waives any defense claim that any such action or objection to or otherwise oppose inclusion of such linkage proceeding in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate any final judgment after exhaustion of all appeals or seek the expiration of time to initiate appeal in any action, such action or proceeding arising out of the sale of the Units 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 or proceeding, in Hong Kong on the judgment or in any other jurisdiction 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 than 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 or any of its property in the United Statescourts of any other jurisdiction. The Company further agrees to take any and all action, seeking damages 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 respect full force and effect. The Company hereby agrees with the Underwriters to the nonexclusive jurisdiction of or for the purpose courts of obtaining any injunction or declaratory judgment against the enforcement ofState of New York, or a declaratory judgment concerning the federal courts sitting in the County of New York in connection with any alleged breach action or proceeding arising from the sale of the Units or this Agreement brought by the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this AgreementThe Company has agreed that any suit, action or proceeding against the Company hereby 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, New York, United States, and any appellate court from any thereof. The Company has irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appoints Xxxxxxx & Associateswaived, 000 Xxxxxxx Xxxxxxto the fullest extent permitted by law, Xxxxx 000trial by jury and any objection it may now or hereafter have to the laying of venue of any such proceeding, Xxxxxx, Xxxxxxxx 00000 and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company has appointed FLAG Telecom Holdings Ltd. as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme CourtBorough of Manhattan, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose has or hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or for the purpose Notes. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: FLAG Telecom Holdings Limited 3rd Floor, 000 Xxxxx Xxxxxx Xxxxxx X0X 0XX Facsimile No.: (00) 000-000-0000 Attention: Xxxxxx Xxxxx, General Counsel ASSIGNMENT FORM To assign this Note, fill in the form below: I or any of the Underwriters’ rights under we assign and transfer this AgreementNote to (Print or type assignee's name, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, address 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 other sums due under or in respect of this Agreement.zip code)

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Company and each Selling Shareholder not located in the United States (aeach, a “Non-U.S. Selling Shareholder”) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesSodaStream USA, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 Inc. as its 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 it 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 New York 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 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 Representative Underwriters shall have been appointed by the CompanyCompany 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 its 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. (b) . 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 agrees and each Selling Shareholder hereby irrevocably waives any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United StatesOffered Shares, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions otherwise relating to the offering, issuance and sale of the Offered Shares in any Federal or state court sitting in the 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 (i) if the plaintiffs therein seek a judgment in either United States dollars rendered by any such Federal court or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, state court shall be conclusive and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded may be enforced in any other currency, for jurisdiction by suit on the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction 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 than 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 United Statescourts of any other jurisdiction. The Company and each Selling Shareholder further agrees to take any and all action, seeking damages 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 respect full force and effect. The Company and each Selling Shareholder hereby agrees with the Underwriters to the nonexclusive jurisdiction of or for the purpose courts of obtaining any injunction or declaratory judgment against the enforcement ofState of New York, or a declaratory judgment concerning the Federal courts sitting in the County of New York in connection with any alleged breach action or proceeding arising from the sale of the Offered Shares or this Agreement brought by the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx Xxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 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 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 the New York 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 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 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 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 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 waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 Company or any of its properties 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 Underwriters or any person controlling an Underwriter. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong Israel or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currencythe Euro, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong KongGreece, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currencyEuro linked, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country Greece or changes in the applicable currencyEuro-United States dollar exchange rate, the Company will not interpose any 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 Hong KongGreece. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong Greece 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

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 (aother than CEMEX Corp.) By have irrevocably submitted to the execution jurisdiction of such courts for such purpose and delivery waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of this Agreementvenue of any such proceeding, the Company hereby irrevocably designates and appoints Xxxxxxx & Associatesany 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, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. 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) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 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 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 the New York 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 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 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 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 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 waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 Company or any of its properties 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 Underwriters or any person controlling an Underwriter. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this AgreementIndenture, the Company hereby Notes and the Notes Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan in the United States of America; irrevocably designates waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and appoints Xxxxxxx & Associatesirrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuers have appointed and each of the Guarantors (if any) will appoint Law Debenture Corporate Services Inc., 000 Xxxxxxx 0xx Xxxxxx, Xxxxx 000, XxxxxxXxx Xxxx, Xxxxxxxx XX 00000 as its authorized agent upon whom process may be served in any such suit, action or proceeding or other action against it which may be 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 U.S. federal or state court located in the New York Supreme Court, County of New York State and the United States District Court for the Southern District City of New York, Borough of Manhattan arising out of or based upon this Indenture, the offering made Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). Each Issuer and each of the Guarantors (if any) 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 the Prospectus or any purchase or sale of Shares in connection therewithjury. Such designation and appointment shall be irrevocable, irrevocable unless and until a successor authorized replaced by an agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by Trustee. The Issuers represents and warrants and each of the CompanyGuarantors will represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, such successor shall have accepted and each 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 thereof shall have been given of such service to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuers shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, Issuers 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 other sums due under or in respect of this AgreementGuarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesRosetta Genomics Inc., 000 Xxxxxxx Xxxxxxa Delaware corporation, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against it 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 New York 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 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 Representative Underwriters shall have been appointed by the Company, 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 personal effective service of process upon the Company in any such suit, proceeding or other action. (b) . 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 Company or any of its property 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 irrevocably waives any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United StatesSecurities, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except relating to the extent that such a judgment would violate offering, issuance and sale of the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded Securities in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either Federal or both of the consumer price index of the currency of such foreign country or changes state court sitting in the applicable currency-United States dollar exchange rate, the Company will not interpose County of New York and hereby further irrevocably waives any defense claim that any such action or objection to or otherwise oppose inclusion of such linkage proceeding in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate any final judgment after exhaustion of all appeals or seek the expiration of time to initiate appeal in any action, 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 or proceeding, in Hong Kong on the judgment 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 manner provided by the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 currencylaw. To the extent that the Underwriters Company has or such controlling persons are not able hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to purchase sufficient United States dollars with such amount judgment, attachment in aid of such other currency to discharge the obligations of the Company to the Underwriters execution, execution or such controlling persons, the obligations of the Company shall not be discharged otherwise) with respect to itself or its property, it hereby irrevocably waives 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 other sums due under or immunity in respect of this Agreementits obligations under the above-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (acurrently Xx. Xxxxxx X. Sada) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this AgreementAgreement which each of the parties hereto hereby agrees that, or in respect of any other action actions brought against the Company it as a defendant may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts in respect of any action arising out of or based upon this Agreement and irrevocably waives any objection which it may now or hereafter have to the offering laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Issuer shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which 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 suit, proceeding or other action. (b) The Company agrees that action in any suit (whether in a federal court in the United StatesThe City of New York, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than competent court in the United StatesMexico, 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 the Company 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 the Company hereunder subject to the jurisdiction of the courts or the designation of the laws as the law applicable to this Agreement, in each case as limitations set forth herein. (cin Section 9(i) The Company agrees that if any payment of any sum due under this Agreement from above. If the Company foregoing is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 proceduresyour understanding, are able please sign and return to lawfully purchase with us 6 counterparts hereof, and upon the acceptance hereof by you, this letter and such amount of such other currencyacceptance hereof shall constitute a binding agreement between the Purchasers and the Issuer. 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 Very truly yours, PETRÓLEOS MEXICANOS By: Name: Title: Signature page Exchange and Registration Rights Agreement Accepted as of the Company to the Underwriters or such controlling personsdate hereof: BARCLAYS CAPITAL INC. By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: SANTANDER INVESTMENT SECURITIES INC. By: Name: Title: By: Name: Title: BANCO BILBAO VIZCAYA ARGENTARIA, the obligations of the Company shall not be discharged with respect to such differenceS.A. By: Name: Title: By: Name: Title: Signature page Exchange and Registration Rights Agreement Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, 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 other sums due under or in respect of this Agreement.XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Santander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Banco Bilbao Vizcaya Argentaria, S.A. Xxx xx xxx Xxxxxxxx x/x Xxxxxx, 00000 Xxxxx

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Guarantor hereby appoints the Consul General of Mexico in New York City (acurrently Xx. Xxxxxxxx Xxxxxxx del Río) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the "Authorized Agent") upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this Agreement, or in any other action against the Company Exchange and Registration Rights Agreement which may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the "Federal Courts") or the state courts of New York referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts 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 to the offering laying of venue of any such action 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 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 to the laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Guarantor shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Guarantor's Authorized Agent and such successor agent shall have accepted such appointment. The Guarantor will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Guarantor at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Guarantor. The Guarantor hereby waives irrevocably any immunity from jurisdiction to which 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 suitaction in any federal court in The City of New York, proceeding or in any competent court in Mexico, except that Article 27 of the Political Constitution of Mexico, Articles 2, 16 and 60 of the General Law on National Patrimony (and other action. 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 Company agrees that 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 any suit and on behalf of Mexico are the Guarantor and the Subsidiary Guarantors (whether in a court in the United Statessuch entities are, Chinatherefore, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection entitled to or otherwise oppose judgment, if any, being awarded in such currencies except immunity with respect to the extent that such a judgment would violate the laws of Hong Kongexclusive right and power), and (iie) if the plaintiffs therein seek attachment prior to have any judgment (or any aspect thereof) awarded attachment in any other currency, for the period from entry aid of such execution or execution of a final judgment until actual payment thereof in full has been made, to either or both may not be ordered by Mexican courts against property of the consumer price index of Guarantor and the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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 hereinSubsidiary Guarantors. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

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 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 they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and the right to any other jurisdiction. The Issuer and the Note Guarantors (aother than CEMEX Corp. and CEMEX Finance LLC) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint ______________________________ as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. 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) By The Company and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, by serving a copy thereof upon any employee of any of the Company or any Guarantor (in such capacity, the "Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent upon whom process may be served in Process Agent") at any suit, proceeding or other action against it instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter business location that the Company or any such controlling person is a party and based upon this Agreement, or Guarantor may maintain from time to time in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for including, without limitation, at the Southern District offices of New YorkNavios Corporation located at 00 Xxxxxxxx Xxxxxx, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment shall be irrevocableSuite 200, 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 CompanySouth Norwalk, 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 personal service of process upon the Company in any such suit, proceeding or other actionConnecticut 06854. (b) The Company agrees that in If at any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 time the Company or other claim by any Guarantor has or maintains a business location in the UnderwritersState of New York (such Person, the "New York Presence Obligor"), then the Company and the Guarantors shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any person controlling an Underwriter and all legal process, summons, notices and documents that may be served in respect of this Agreement or any of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging brought against them in any United States or state court located in the enforceability County of New York with respect to their obligations, liabilities or any other matter arising out of or seeking in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the "New York Process Agent"). Promptly upon making such appointment, the Company and the Guarantors shall promptly deliver notice thereof (which shall attach a copy of the operative appointing documentation) to invalidate the Trustee. (c) If at any time either (i) neither the Company nor any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Company or any Guarantor fails to satisfy its obligations under the foregoing paragraph (b), then the Company and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the submission "Third Party Process Agent"; each of the Company Process Agent, the New York Process Agent or the Third Party Process Agent, a "Process Agent") and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Company hereunder and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 11.15 satisfactory to the Representatives. (d) Each of the Company and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company, at its address specified in or designated pursuant to this Indenture. Each of the Company and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Each of the Company and each Guarantor agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The provisions of this Section 11.15 shall survive any termination of this Indenture, in whole or in part. (g) To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives (to the extent permitted by law) such immunity in respect of its obligations under each of this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee). In addition, the Company and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the designation Note Guarantees (and the Notations of Guarantee) or the laws as the law applicable to this Agreement, in each case as set forth herein. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to subject matter hereof or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 thereof 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to enforced in 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 other sums due under or in respect of this Agreementcourts.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Company and the Guarantor irrevocably (ai) By agree that any action, suit or proceeding against the execution Company or the Guarantor brought by any Holder, Placement Agent, agent or Underwriter or any person who controls any Placement Agent arising out of, based upon or relating to this Agreement or any of the transactions contemplated hereby may be instituted in any federal or state court in New York City, (ii) waive any objection which either may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and delivery (iii) submit to the non-exclusive jurisdiction of this Agreementany federal or state court in New York City in any such action, suit or proceeding. Each of the Company and the Guarantor represent, warrant and agree that, prior to the Closing Date, the Company hereby irrevocably designates will have designated and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 appointed CT Corporation System as its authorized agent (the "Authorized Agent," which term, as used herein, includes any successor in such capacity) upon whom process may be served in any suitsuch action, suit or proceeding arising out of, based on or other action against it relating to this Agreement or any of the transactions contemplated hereby which may be instituted in any federal or state court in New York City by any Underwriter Holder, Placement Agent, agent or by any person controlling an Underwriter as to which such Underwriter or any person who controls any Placement Agent, expressly consent to the jurisdiction of any such controlling person is a party court in respect of any such action, suit or proceeding and based upon this Agreement, or in waive any other action against the Company in the New York Supreme Court, County requirements 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 connection therewithobjections to personal jurisdiction with respect thereto. Such designation and appointment shall be irrevocable. Each of the Company and the Guarantor represent, unless 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 Securities shall be outstanding and until a successor authorized agent in the County principal of, premium, if any, and State of New York reasonably acceptable to interest on, and any and all other amounts payable under or with respect to, this Agreement, the Representative Securities and the Registration Rights Agreement shall have been appointed by paid in full. Each of the Company, such successor shall have accepted such appointment Company and written notice thereof shall have been given to the Underwriters. The Company further agrees Guarantor agree that service of process upon the Authorized Agent and written notice of such service to the Company or the Guarantor (mailed or delivered to its authorized agent Secretary at the Company's or successor the Guarantor's principal office at 0000 Xxxxxxxx Xxxxxx, Xx. Xxxxx, XX 63105) shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

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 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 (aother than CEMEX Corp. and CEMEX Finance LLC) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. 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) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, by serving a copy thereof upon any employee of any of the Co-Issuers or any Guarantor (in such capacity, the “Company Process Agent”) at any business location that the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and each Co-Issuer and Guarantor hereby irrevocably designates designates, appoints and appoints Xxxxxxx & Associatesempowers the Company Process Agent as their designee, 000 Xxxxxxx Xxxxxxappointee and agent to receive, Xxxxx 000accept and acknowledge for and on their behalf service of any and all legal process, Xxxxxxsummons, Xxxxxxxx 00000 as its authorized agent upon whom process notices and documents that may be served in any action, suit or proceeding brought against them in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or another third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Co-Issuers and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 11.15. (c) Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) or (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at their address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding or shall be conclusive and may be enforced in other action against it instituted jurisdictions 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, suit on the judgment or in any other action manner provided by law. Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 11.15 shall survive any termination of this Indenture, in whole or in part. (f) Each of the Company Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the United States federal courts located in the County of New York Supreme Court, or the courts of the State of New York located in the 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 hereby further irrevocably and unconditionally waives and agrees not to plead or any purchase or sale of Shares in connection therewith. 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 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 claim in any such suitcourt that any such action, suit or proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any defense or objection to or otherwise oppose inclusion of such linkage brought in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or seek to initiate any of their respective properties, assets or revenues have any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to Argentinean, Xxxxxxxx Islands, Brazilian, Panamanian, Paraguayan, Uruguayan, New York State or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsU.S. federal court, as the case may be, from service of process, attachment upon or prior to judgment, or attachment in accordance aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with normal bank proceduresrespect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, are able the Notes and the Note Guarantees (and the Notations of Guarantee); and, to lawfully purchase with such amount of such other currency. To the extent that the Underwriters Co-Issuers, any Guarantor or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such controlling persons are not able to purchase sufficient United States dollars with right of immunity in any such amount of such other currency to discharge the obligations court in which proceedings may at any time be commenced, each of the Company Co-Issuers and the Guarantors waived or will waive such right to the Underwriters or extent permitted by law and has consented to such controlling personsrelief and enforcement as provided in this Indenture, the obligations Notes and the Note Guarantees (and the Notations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this AgreementGuarantee).

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, New York. The Issuer and the Note Guarantors 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 (aother than CEMEX Corp.) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx XxxxxxXxxxxx (41st floor), Xxxxx 000Xxx Xxxx, XxxxxxXX, Xxxxxxxx 00000 (U.S. A.) as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. The following increases or decreases in this Global Note have been made:

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 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 they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and the right to any other jurisdiction. The Issuer and the Note Guarantors (aother than CEMEX Corp. and CEMEX Finance LLC) By the execution and delivery of this Agreementhave appointed CEMEX NY Corporation, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 500 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: XXXXX, S.A.B. de C.V. Axxxxxx Xxxxxxx Xxxxxxx Xxxxxx #325 Colonia Vxxxx del Campestre San Pxxxx Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx 66265 Tel: +5281-8888-8888 To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint ______________________________ as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. 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 Guarantor hereby appoints the Consul General of Mexico in New York City (acurrently Xx. Xxxxx Xxxxx) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the "Authorized Agent") upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this Agreement, or in any other action against the Company Exchange and Registration Rights Agreement which may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the "Federal Courts") or the state courts of New York referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts 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 to the offering laying of venue of any such action 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 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 to the laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Guarantor shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Guarantor's Authorized Agent and such successor agent shall have accepted such appointment. The Guarantor will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Guarantor at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Guarantor. The Guarantor hereby waives irrevocably any immunity from jurisdiction to which 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 suitaction in any federal court in The City of New York, proceeding or in any competent court in Mexico, except that Article 27 of the Political Constitution of Mexico, Articles 2, 16 and 60 of the General Law on National Patrimony (and other action. 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 Subsidiary 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 Guarantor and the Subsidiary Guarantors. If 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, the Guarantor and the 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 on behalf of the Purchasers listed in Schedule 1 hereto Accepted as of the 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 agrees that in any suit (whether in "DTC") has identified you as a court DTC Participant through which beneficial interests in the Pemex Project Funding Master Trust (the "Issuer") 8.000% Notes due 2011 (the "Securities") are held. The Issuer is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the 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 matter, please contact Pemex Project Funding Master Trust, Xxxxxxx Xxxxxx Xxxxxxxx 000, Xxxxx Xxxxxxxxx, Xxxx 00, Xxxxxxxx de Financiamientos y Xxxxxxxx xx Xxxxxxx, Mexico D.F. 11311, Mexico, Facsimile Transmission No. 000-000-000-0000, Attention: Associate Managing Director of Finance. * Not less than 28 calendar days from date of mailing. A-1 Pemex Project Funding Master Trust Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Exchange and Registration Rights Agreement dated November 16, 2001 (the "Exchange and Registration Rights Agreement") between Pemex Project Funding Master Trust (the "Issuer") and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Issuer intends to file with the United StatesStates Securities and Exchange Commission (the "Commission") a registration statement on Form [ ] (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, Chinaas amended (the "Securities Act"), Hong Kong or elsewhereof the Issuer's 8.000% Notes due 2011 (the "Securities"). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. Each beneficial owner of Registrable Securities (as defined below) seeking enforcement is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Issuer's counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Agreement or provisions of this Agreement Notice and Questionnaire by such date (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded be named as selling securityholders in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, Shelf Registration Statement and (ii) if may not use the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, prospectus forming a part thereof for the period resales of Registrable Securities. Certain legal consequences arise from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes being named as a selling securityholder in the applicable currency-United States dollar exchange rateShelf Registration Statement and related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the Company will consequences of being named or not interpose any defense or objection to or otherwise oppose inclusion of such linkage in any such judgment except to the extent that such being named as a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than selling securityholder 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 the Company 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 the Company 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 hereinShelf Registration Statement and related prospectus. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

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, New York. The Issuer and the Note Guarantors 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 (aother than CEMEX Corp.) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx XxxxxxXxxxxx (41st floor), Xxxxx 000Xxx Xxxx, XxxxxxXX, Xxxxxxxx 00000 (U.S.A.) as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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: To assign this Note, fill in the form below: I or we assign and transfer this Note to 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 purpose other side of obtaining any injunction or declaratory judgment against the enforcement ofthis Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, or a declaratory judgment concerning any alleged breach stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 3.12 or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any 3.8 of the Underwriters’ rights under this AgreementIndenture, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this AgreementIndenture, the Company hereby Notes and the Notes Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan in the United States of America; irrevocably designates waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and appoints Xxxxxxx & Associatesirrevocably submits to the jurisdiction of such courts in any such suit, 000 Xxxxxxx action or proceeding. The Issuers have appointed and each of the Guarantors (if any) will appoint Law Debenture Corporate Services Inc., 800 0xx Xxxxxx, Xxxxx 000, XxxxxxXxx Xxxx, Xxxxxxxx XX 00000 as its authorized agent upon whom process may be served in any such suit, action or proceeding or other action against it which may be 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 U.S. federal or state court located in the New York Supreme Court, County of New York State and the United States District Court for the Southern District City of New York, Borough of Manhattan arising out of or based upon this Indenture, the offering made Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). Each Issuer and each of the Guarantors (if any) 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 the Prospectus or any purchase or sale of Shares in connection therewithjury. Such designation and appointment shall be irrevocable, irrevocable unless and until a successor authorized replaced by an agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by Trustee. The Issuers represents and warrants and each of the CompanyGuarantors will represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, such successor shall have accepted and each 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 thereof shall have been given of such service to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuers shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, Issuers 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 other sums due under or in respect of this AgreementGuarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (acurrently Xx. Xxxxxx X. Sada) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this AgreementAgreement which each of the parties hereto hereby agrees that, or in respect of any other action actions brought against the Company it as a defendant may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts in respect of any action arising out of or based upon this Agreement and irrevocably waives any objection which it may now or hereafter have to the offering laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Issuer shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which 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 suit, proceeding or other action. (b) The Company agrees that action in any suit (whether in a federal court in the United StatesThe City of New York, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than competent court in the United StatesMexico, 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 the Company 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 the Company hereunder subject to the jurisdiction of the courts or the designation of the laws as the law applicable to this Agreement, in each case as limitations set forth herein. (cin Section 9(i) The Company agrees that if any payment of any sum due under this Agreement from above. If the Company foregoing is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 proceduresyour understanding, are able please sign and return to lawfully purchase with us 3 counterparts hereof, and upon the acceptance hereof by you, this letter and such amount of such other currencyacceptance hereof shall constitute a binding agreement between the Purchasers and the Issuer. 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 Very truly yours, PETRÓLEOS MEXICANOS By: Name: Title: Accepted as of the Company to the Underwriters or such controlling personsdate hereof: BANCO BILBAO VIZCAYA ARGENTARIA, the obligations of the Company shall not be discharged with respect to such differenceS.A. By: Name: Title: By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: Banco Bilbao Vizcaya Argentaria, 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 other sums due under or in respect of this Agreement.S.A. Xxx xx xxx Xxxxxxxx Xxxxxx, 00000 Xxxxx Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, by serving a copy thereof upon any employee of any of the Co-Issuers or any Guarantor (in such capacity, the “Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesProcess Agent”) at any business location that the Co-Issuers or any Guarantor may maintain from time to time in the United States including, 000 Xxxxxxx without limitation, at the offices of Navios Corporation located at 00 Xxxxxxxx Xxxxxx, Xxxxx 000Suite 200, XxxxxxSouth Norwalk, Xxxxxxxx 00000 Connecticut 06854. (b) If at any time the Co-Issuers or any Guarantor has or maintains a business location in the State of New York (such Person, the “New York Presence Obligor”), then the Co-Issuers and the Guarantors shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as its authorized their designee, appointee and agent upon whom process to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “New York Process Agent”). Promptly upon making such appointment, the Co-Issuers and the Guarantors shall promptly deliver notice thereof (which shall attach a copy of the operative appointing documentation) to the Trustee. (c) If at any time either (i) neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but any Co-Issuer or any Guarantor fails to satisfy its obligations under the foregoing paragraph (b), then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Co-Issuers and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 11.15 satisfactory to the Initial Purchasers. (d) Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at their address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding or shall be conclusive and may be enforced in other action against it instituted jurisdictions 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, suit on the judgment or in any other action manner provided by law. Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The provisions of this Section 11.15 shall survive any termination of this Indenture, in whole or in part. (g) Each of the Company Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the United States federal courts located in the County of New York Supreme Court, or the courts of the State of New York located in the 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 hereby further irrevocably and unconditionally waives and agrees not to plead or any purchase or sale of Shares in connection therewith. 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 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 claim in any such suitcourt that any such action, suit or proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any defense or objection to or otherwise oppose inclusion of such linkage brought in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or seek to initiate any of their respective properties, assets or revenues have any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to Maltese, Xxxxxxxx Islands, Belgian, Panamanian, Liberian, New York State or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsU.S. federal court, as the case may be, from service of process, attachment upon or prior to judgment, or attachment in accordance aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with normal bank proceduresrespect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, are able the Notes and the Note Guarantees (and the Notations of Guarantee); and, to lawfully purchase with such amount of such other currency. To the extent that the Underwriters Co-Issuers, any Guarantor or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such controlling persons are not able to purchase sufficient United States dollars with right of immunity in any such amount of such other currency to discharge the obligations court in which proceedings may at any time be commenced, each of the Company Co-Issuers and the Guarantors waived or will waive such right to the Underwriters or extent permitted by law and has consented to such controlling personsrelief and enforcement as provided in this Indenture, the obligations Notes and the Note Guarantees (and the Notations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this AgreementGuarantee).

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates (i) acknowledges that it has, by separate written instrument, designated and appoints Xxxxxxx & Associatesappointed CT Corporation System, 000 Xxxxxxx Xxxxxx0000 Xxxxxxxx, Xxxxx 000Xxx Xxxx, XxxxxxXxx Xxxx 00000 (and any successor entity), Xxxxxxxx 00000 as its authorized agent upon whom which process may be served in any suit, suit or proceeding arising out of or other action against it relating to this Agreement that may be 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 Federal or state court in the New York Supreme CourtBorough of Manhattan, County of New York and the United States District Court for the Southern District City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable York, or brought under the United States Federal or state securities laws, and acknowledge that CT Corporation System has accepted such designation, (ii) submits to the Representative shall have been appointed by the Company, non-exclusive jurisdiction of any such successor shall have accepted court in any such appointment suit or proceeding and written notice thereof shall have been given to the Underwriters. The Company further (iii) agrees that service of process upon its authorized agent or successor CT Corporation System and written notice of said service to the Company in accordance with Section 12 shall be deemed in every respect personal effective service of process upon the Company in any such suit, proceeding suit or other action. (b) proceeding. The Company agrees 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 CT Corporation System in full force and effect so long as any of the Class A Ordinary Shares shall be outstanding; PROVIDED, HOWEVER, that in any suit (whether in a court in the United StatesCompany may, Chinaby written notice to the Lead Managers, Hong Kong designate such additional or elsewhere) seeking enforcement alternative agent for service of process under this Agreement or provisions of this Agreement Section 15 that (i) if maintains an office located in the plaintiffs therein seek a judgment Borough of Manhattan, City of New York, in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, Xxxxx xx Xxx Xxxx and (ii) if the plaintiffs therein seek to have any judgment is either (or any aspect thereofx) awarded in any other currency, counsel for the period from entry Company or (y) 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 judgment until actual payment thereof in full has been made, to either or both agent for process and the address of the consumer price index of the currency office of such foreign country or changes agent for service of process in the applicable currency-United States dollar exchange rateBorough of Manhattan, the Company will not interpose any defense or objection to or otherwise oppose inclusion City of such linkage in any such judgment except to New York, State of New York. To the extent that such a judgment would violate the laws Company or any of Hong Kong. The Company agrees that it will not initiate its respective properties, assets or seek revenues may or may hereafter become entitled to, or have attributed to initiate the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from the jurisdiction of any New York or U.S. Federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the courts giving of any relief or for the designation enforcement of the laws as the law applicable to this Agreementany judgment, in each case as set forth herein. (c) The Company agrees that if any payment of such court in which proceedings may at any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollarstime be commenced, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or in connection with this Agreement or the U.S. Purchase Agreement, the Company hereby irrevocably and unconditionally waives such differenceright, and agrees not to plead or claim any such undischarged amount will be due as a separate obligation immunity, and shall not be affected by payment of consents to such relief or judgment being obtained for any other sums due under or in respect of this Agreementenforcement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Company and the execution and delivery of this AgreementSubsidiary Guarantors have agreed that any suit, action or proceeding against the Company hereby 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, New York. The Company and the Subsidiary Guarantors have irrevocably designates submitted to the jurisdiction of such courts for such purpose and appoints Xxxxxxx & Associateswaived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to which any of them may be entitled, on account of place of residence or domicile. The Company and the Subsidiary Guarantors have appointed CT Corporation System with offices currently at 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Company and the currency of such foreign country Subsidiary Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to themselves or any other jurisdiction other than in of their property, the United States, seeking damages Company and the Subsidiary Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The 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: Desarrolladora Homex, S.A.B. de C.V. Gutemberg #219 Colonia Nueva Xxxxxxx Xxxxxx Xxxxxxx, 11590 Mexico City, Mexico To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: (Signature must be guaranteed) Sign exactly as your name appears on the purpose other side of obtaining any injunction 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. The following increases or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 3.12 or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any Section 3.8 of the Underwriters’ rights under this AgreementIndenture, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.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 New York and in the courts of their respective corporate domiciles, in respect of actions brought against them as defendants. The Note Guarantors (aother than CEMEX Corp.) By have irrevocably submitted to the execution jurisdiction of such courts for such purpose and delivery waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of this Agreementvenue of any such proceeding, the Company hereby irrevocably designates and appoints Xxxxxxx & Associatesany 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, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. The following increases or decreases in this Global Note have been made:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, each of the Company and the Selling Shareholders (the “Caesarstone Parties”) hereby irrevocably designates and appoints Xxxxxxx & AssociatesCaesarstone USA, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 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 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 such Caesarstone Party in the New York 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 connection therewith. Each such Caesarstone Party 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 Representative Underwriters shall have been appointed by the CompanyCaesarstone Parties, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company 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 the Company that Caesarstone Party in any such suit, proceeding or other action. (b) The Company . 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 have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 any Caesarstone Party, the Underwriters or any person controlling an Underwriter. Each of the Caesarstone Parties agrees that in any suit (whether in a court in the United States, China, Hong Kong 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 other Israeli currency, subject to Israeli foreign currency control regulations, the Company 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 such a judgment would violate the laws of Hong Kongthe State of Israel, and (iiiii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currencyNew Israeli Shekels linked, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country Israel or changes in the applicable currencyNew Israeli Shekel-United States dollar exchange rate, the Company Caesarstone Party will not interpose any 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 Hong Kongthe State of Israel. The Company Each Caesarstone Party agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company . Each Caesarstone Party agrees that if any payment of any sum due under this Agreement from the Company Caesarstone Party is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company Caesarstone Party to the Underwriters or such controlling persons, the obligations of the Company Xxxxxx-Xxxxx Party shall not be discharged with respect to 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 other sums due under or 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 general 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. CREDIT SUISSE SECURITIES (USA) LLC For themselves and on behalf of the several Underwriters listed in 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: Underwriter Number of Shares X.X. Xxxxxx Securities LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx, Xxxxxxxx & Company, Incorporated Total Selling Shareholders: Number of Underwritten Shares: Number of Option Shares: Mifalei Sdot-Yam Agricultural Cooperative Society Ltd. Tene Investments in Quartz Surfaces L.P. Tene Investments in Quartz Surfaces (Parallel) L.P. a. Pricing Disclosure Package

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesCorporation Service Company, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its the authorized agent of the Company, upon whom process may be served in any suit, proceeding or other action against it the Company instituted by any Underwriter the Initial Purchaser or by any person controlling an Underwriter the Initial Purchaser as to which such Underwriter the Initial Purchaser 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 New York 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 Offering Circular or any purchase or sale of Shares securities 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 Representative Initial Purchaser shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the UnderwritersInitial Purchaser. The Company further agrees that service of process upon its authorized agent or successor (and written notice of said service to the Company mailed by certified mail or delivered, as provided in Section 11(a) hereto) shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. (b) . 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 agrees hereby irrevocably waives any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United States, China, Hong Kong Securities or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except relating to the extent that such a judgment would violate offering, issuance and sale of the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded Securities in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either federal or both of the consumer price index of the currency of such foreign country or changes state court sitting in the applicable currency-United States dollar exchange rate, the Company will not interpose County of New York and hereby further irrevocably waives any defense claim that any such action or objection to or otherwise oppose inclusion of such linkage proceeding in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate any final judgment after exhaustion of all appeals or seek the expiration of time to initiate appeal in any actionsuch 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 subject to the limitations on enforcement set forth in the opinion referred to in Section 9(e) hereof, may be enforced in any other jurisdiction by suit or proceeding, in Hong Kong on the judgment or in any other jurisdiction manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Initial Purchaser to serve any process or notice of motion or other than application in any other manner permitted by law or limit or affect the United States, seeking damages in respect right of the Initial Purchaser to bring any action or for the purpose of obtaining any injunction or declaratory judgment proceeding against the enforcement of, or a declaratory judgment concerning any alleged breach by the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any of its property in the Underwriters’ rights under this Agreementcourts of any other jurisdiction. The Company further agrees to take any and all action, including without limitation any actionthe execution and filing of all such instruments and documents, suit as may be necessary to continue such designations and appointments or proceeding challenging such substitute designations and appointments in full force and effect for a period of six years from the enforceability of or seeking to invalidate in any respect date hereof. The Company hereby agrees with the submission by the Company hereunder Initial Purchaser to the exclusive jurisdiction of the courts of the State of New York, or the designation federal courts sitting in the County of the laws as the law applicable to this AgreementNew York, in each case as set connection with any action brought by the Company. Please confirm that the foregoing correctly sets forth herein. (c) The Company agrees that if any payment of any sum due under this Agreement from the agreement between the Company is made to or received and the Initial Purchaser by signing in the Underwriters or any controlling person space provided below. Very truly yours, ASM INTERNATIONAL N.V. By: ------------------------------------ Name: Title: CIBC WORLD MARKETS CORP. By: ------------------------------------ Name: Title: SCHEDULE A SUBSIDIARIES ASM Netherlands Antilles N.V. ASM Pacific Technology Ltd. (subsidiary of any Underwriter in a currency other than freely transferable United States dollarsASM Netherlands Antilles N.V.) ASM Assembly Automation Ltd. (subsidiary of ASM Pacific Technology Ltd.) ASM Assembly Materials Ltd. (subsidiary of ASM Pacific Technology Ltd.) ASM Assembly Products B.V. (subsidiary of ASM Pacific Technology Ltd.) ASM Assembly Technology Co, whether by judicial judgment or otherwise, the obligations Ltd. (subsidiary of the Company under this Agreement shall be discharged only to the extent ASM Pacific Technology Ltd.) ASM Pacific International Marketing Ltd. (subsidiary 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.ASM Pacific Technology Ltd.)

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesMellanox Technologies, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 Inc. as its the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against it 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 New York 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 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 Representative 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 personal service of process upon the Company in any such suit, proceeding or other action. (b) . 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 agrees hereby irrevocably waives any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United StatesShares, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except relating to the extent that such a judgment would violate offering, issuance and sale of the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded Shares in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either Federal or both of the consumer price index of the currency of such foreign country or changes state court sitting in the applicable currency-United States dollar exchange rate, the Company will not interpose County of New York and hereby further irrevocably waives any defense claim that any such action or objection to or otherwise oppose inclusion of such linkage proceeding in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than in the United States, seeking damages in respect final judgment after exhaustion 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.all appeals

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 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 (aother than CEMEX Corp. and CEMEX Finance LLC) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint ______________________________ as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. The following increases or decreases in this Global Note have been made:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesCamtek USA, 000 Xxxxxxx XxxxxxXxxxxxxxxx Xxx Xxxx, Xxxxx 000Xxxxxxxxx, Xxxxxx, Xxxxxxxx Xxx Xxxxxx 00000 as its the authorized agent of the Company, upon whom process may be served in any suit, proceeding or other action against it 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 New York 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 securities 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 Representative Underwriters shall have been appointed by the Company, Company such successor shall have accepted such appointment and written notice thereof shall have been given to the UnderwritersRepresentatives. The Company further agrees that service of process upon its authorized agent or successor (and written notice of said service to the Company mailed by certified mail or sent by telex or delivered, as provided in Section 12 hereof) shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. (b) . 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 agrees hereby irrevocably waives any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United StatesShares, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except relating to the extent that such a judgment would violate offering, issuance and sale of the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded Shares in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either Federal or both of the consumer price index of the currency of such foreign country or changes state court sitting in the applicable currency-United States dollar exchange rate, the Company will not interpose County of New York and hereby further irrevocably waives any defense claim that any such action or objection to or otherwise oppose inclusion of such linkage proceeding in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate any final judgment after exhaustion of all appeals or seek the expiration of time to initiate appeal in any actionsuch 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 subject to the limitations on enforcement in Section 4(ii) hereof, may be enforced in any other jurisdiction by suit or proceeding, in Hong Kong on the judgment or in any other jurisdiction 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 than 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 or any of its property in the United Statescourts of any other jurisdiction. The Company further agrees to take any and all action, seeking damages 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 respect full force and effect for a period of or for six years from the purpose date hereof. The Company hereby agrees with the Underwriters to the nonexclusive jurisdiction of obtaining any injunction or declaratory judgment against the enforcement ofcourts of the State of New York, or a declaratory judgment concerning the Federal courts sitting in the County of New York in connection with any alleged breach action or proceeding arising from the sale of the Shares or this Agreement brought by the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company has or such controlling persons are not able hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to purchase sufficient United States dollars with such amount judgment, attachment in aid of such other currency to discharge the obligations of the Company to the Underwriters execution, execution or such controlling personsotherwise), the obligations of the Company shall not be discharged with respect to itself or its property, it hereby irrevocably waives such difference, immunity in respect of its obligations under this Agreement in any action instituted in any New York court or any court of competent jurisdiction in the State of Israel. This Section and any such undischarged amount will be due as a separate obligation the waivers contained herein are intended only for the parties hereto and shall not be affected by payment of or judgment being obtained for construed to give any other sums due under or in respect of this Agreementthird parties any rights.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this AgreementThe Issuer has irrevocably appointed CT Corporation System, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateswith address at 100 Xxxxxx Xxxxxx Xxx Xxxx, 000 Xxxxxxx XX 00000, Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent upon whom on which any and all legal process may be served in any suitsuch action, suit or proceeding or other action against it 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 brought in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for the Southern District of New YorkYork or in any New York State court (in either case sitting in Manhattan, arising out New York City). The Issuer and each of the offering made by the Prospectus or Note Guarantors will waive any purchase or sale of Shares in connection therewith. Such designation and appointment shall be irrevocableimmunity (including sovereign immunity), unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed fullest extent permitted by the Companyapplicable law, such successor shall have accepted such appointment and written notice thereof shall have been given from suit, action, proceeding or jurisdiction to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor shall which it might otherwise be deemed in every respect personal service of process upon the Company entitled in any such suit, action or proceeding or other action. (b) The Company agrees that in any suit (whether in a U.S. federal or New York State court in the United StatesBorough of Manhattan, China, Hong Kong the City of New York or elsewhere) seeking enforcement in any competent court in Canada or the Cayman 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 Agreement or provisions Note in larger type. Requests may be made to: GRAN TIERRA ENERGY INC. 900, 500-0 Xxxxxx X.X. Calgary, Alberta Canada Fax: 400-000-0000 Email: txxxxxxx@xxxxxxxxxx.xxx Attention: Treasurer and Chief Financial Officer For value received, the undersigned hereby unconditionally guarantee as principal obligors and not merely as a surety, to the Holder of this Agreement (i) if Note, the plaintiffs therein seek a judgment cash payments in either United States dollars or other currencyDollars of principal, the Company will not interpose any defense or objection to or otherwise oppose judgmentpremium, if any, being awarded and interest on this Note (and including premium and Additional Amounts payable thereon, if any) in such currencies except to the extent that such a judgment would violate amounts and at the laws of Hong Kongtimes when due, together with interest on the overdue principal, premium, if any, and (ii) interest, if any, on this Note, if lawful, and the plaintiffs therein seek to have any judgment (payment or any aspect thereof) awarded in any performance of all other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company Issuer under this Agreement shall be discharged only the Indenture or the Notes, to the extent Holder of this Note and the net amount of freely transferable United States dollars that the Underwriters or such controlling personsTrustee, as the case may be, all in accordance with normal bank proceduresand subject to the terms and conditions of this Note and the Indenture (as defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, are able to lawfully purchase 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 amount of such other currencycapacity, the “Trustee”), security agent, security registrar, and paying agent. 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 The obligations of the Company undersigned to the Underwriters or such controlling persons, Holders and to the obligations of Trustee are expressly set forth in the Company shall not be discharged with respect Indenture and reference is hereby made to 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 the Indenture for any other sums due under or in respect of this Agreementthe precise terms thereof.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (acurrently Xx. Xxxxxx X. Sada) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this AgreementAgreement which each of the parties hereto hereby agrees that, or in respect of any other action actions brought against the Company it as a defendant may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts in respect of any action arising out of or based upon this Agreement and irrevocably waives any objection which it may now or hereafter have to the offering laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Issuer shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which 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 suit, proceeding or other action. (b) The Company agrees that action in any suit (whether in a federal court in the United StatesThe City of New York, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than competent court in the United StatesMexico, 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 the Company 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 the Company hereunder subject to the jurisdiction of the courts or the designation of the laws as the law applicable to this Agreement, in each case as limitations set forth herein. (cin Section 9(i) The Company agrees that if any payment of any sum due under this Agreement from above. If the Company foregoing is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 proceduresyour understanding, are able please sign and return to lawfully purchase with us 4 counterparts hereof, and upon the acceptance hereof by you, this letter and such amount acceptance hereof shall constitute a binding agreement between the Purchasers and the Issuer. Very truly yours, PETRÓLEOS MEXICANOS By: Name: Xxxxxx Xxxxxxx del Ángel Title: Associate Managing Director 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 Finance of such other currency to discharge the obligations Petróleos Mexicanos Signature page Exchange and Registration Rights Agreement Accepted as of the Company to the Underwriters or such controlling personsdate hereof: XXXXXXX, the obligations of the Company shall not be discharged with respect to such differenceXXXXX & CO. By: (Xxxxxxx, Sachs & Co.) X.X. XXXXXX SECURITIES LLC By: Name: Title: RBS SECURITIES INC. By: Name: Title: Signature page Exchange 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 other sums due under or in respect of this Agreement.Registration Rights Agreement 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

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 Xxxx as its authorized agent upon whom process may be served in any suit, proceeding or other action against it 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 the New York 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 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 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 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 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 waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 Company or any of its properties 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 Underwriters or any person controlling an Underwriter. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Xxxx Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The parties hereto have agreed that any suit, action or proceeding arising out of or based upon the execution and delivery Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of this AgreementNew 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 Buenos Aires, the Company hereby BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile. The parties hereto have irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appoints Xxxxxxx & Associateswaived, 000 Xxxxxxx Xxxxxxto the fullest extent permitted by law, Xxxxx 000trial by jury, Xxxxxxany objection they may now or hereafter have to the laying of venue of any such proceeding, Xxxxxxxx 00000 and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum 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 Bank has appointed CT Corporation System, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for the Southern District state or U.S. federal court in The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and Bank has or hereafter may acquire any immunity (iisovereign or otherwise) if the plaintiffs therein seek to have from any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or otherwise) with respect to it or any of their property, the 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 jurisdiction manner permitted by law. The 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: Banco xx Xxxxxxx y Buenos Aires X.X. Xxxxx 000, 00xx Xxxxx (X0000XXX) Xxxxxx Xxxxx, Xxxxxxxxx Attention: Xxxxxxxx Lastiry Fax No.: (00 00) 0000-0000 To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: and irrevocably appoint __________ to transfer this Note on the books of the Bank. The agent may substitute another to act for him. Date: ___________ Your Signature: (Sign exactly as your name appears on the other than 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. The following increases or decreases in this Global Note have been made: Decrease of this Global of this Global such decrease or Trustee or Note or Increase Note Note increase Custodian [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 [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: (a) the offer of the Notes was not made to a person in the United States; (b) either (i) at the time the buy order was originated, seeking damages in respect of the transferee was outside the United States or for the purpose of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by the Company or other claim by the Underwriters, or we and any person controlling an Underwriter acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer 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 the Company 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.United States; (c) The Company agrees that if any payment of any sum due under this Agreement from no directed selling efforts have been made in the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations in contravention of the Company under this Agreement shall be discharged only requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; (d) the transaction is not part of a plan or scheme to evade the extent registration requirements of the net Securities Act; and (e) we are the beneficial owner of the principal 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, and any such undischarged amount will be due as a separate obligation and shall not be affected by payment of or judgment Notes being obtained for any other sums due under or in respect of this Agreementtransferred.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this AgreementIndenture, the Company hereby Notes and the Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably designates waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and appoints Xxxxxxx & Associatesirrevocably submits to the jurisdiction of such courts in any such suit, 000 Xxxxxxx action or proceeding. The Issuer and each of the Guarantors has appointed Rhône Group LLC, 600 Xxxxx Xxxxxx, Xxxxx 0000000, XxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000, XXX as its authorized agent upon whom process may be served in any such suit, action or proceeding or other action against it which may be 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 U.S. federal or state court located in the New York Supreme Court, County of New York State and the United States District Court for the Southern District City of New York, Borough of Manhattan arising out of or based upon this Indenture, the offering made Notes or the 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 the Prospectus or any purchase or sale of Shares in connection therewithjury. Such designation and appointment shall be irrevocable, irrevocable unless and until a successor authorized replaced by an agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by Trustee. The Issuer and each of the Guarantors agree that, should Rhône Group LLC and its affiliates, collectively, cease to own or control directly or indirectly at least 25% of the voting interests of the Company, such successor shall have accepted the Issuer and each of the Guarantors will as soon as reasonably practicable replace Rhône Group LLC with another authorized agent located in New York. 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 necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice thereof shall have been given of such service to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, Issuer 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 other sums due under or in respect of this AgreementGuarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, by serving a copy thereof upon any employee of any of the Co-Issuers or any Guarantor (in such capacity, the “Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesProcess Agent”) at any business location that the Co-Issuers or any Guarantor may maintain from time to time in the United States including, 000 Xxxxxxx without limitation, at the offices of Navios Corporation located at 20 Xxxxxxxx Xxxxxx, Xxxxx 000Suite 200, XxxxxxSouth Norwalk, Xxxxxxxx 00000 Connecticut 06854. (b) If at any time the Co-Issuers or any Guarantor has or maintains a business location in the State of New York (such Person, the “New York Presence Obligor”), then the Co-Issuers and the Guarantors shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as its authorized their designee, appointee and agent upon whom process to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “New York Process Agent”). Promptly upon making such appointment, the Co-Issuers and the Guarantors shall promptly deliver notice thereof (which shall attach a copy of the operative appointing documentation) to the Trustee. (c) If at any time either (i) neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but any Co-Issuer or any Guarantor fails to satisfy its obligations under the foregoing paragraph (b), then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Co-Issuers and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.15 satisfactory to the Representatives. (d) Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at its address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding or shall be conclusive and may be enforced in other action against it instituted jurisdictions 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, suit on the judgment or in any other action manner provided by law. Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The provisions of this Section 13.15 shall survive any termination of this Indenture, in whole or in part. (g) Each of the Company Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York Supreme Court, or the courts of the State of New York located in the 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 hereby further irrevocably and unconditionally waives and agrees not to plead or any purchase or sale of Shares in connection therewith. 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 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 claim in any such suitcourt that any such action, suit or proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any defense or objection to or otherwise oppose inclusion of such linkage brought in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or seek to initiate any of their respective properties, assets or revenues have any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to Greek, Maltese, Mxxxxxxx Islands, Belgian, Panamanian, Liberian, New York State or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsU.S. federal court, as the case may be, from service of process, attachment upon or prior to judgment, or attachment in accordance aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with normal bank proceduresrespect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, are able the Notes and the Note Guarantees (and the Notations of Guarantee); and, to lawfully purchase with such amount of such other currency. To the extent that the Underwriters Co-Issuers, any Guarantor or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such controlling persons are not able to purchase sufficient United States dollars with right of immunity in any such amount of such other currency to discharge the obligations court in which proceedings may at any time be commenced, each of the Company Co-Issuers and the Guarantors waived or will waive such right to the Underwriters or extent permitted by law and has consented to such controlling personsrelief and enforcement as provided in this Indenture, the obligations Notes and the Note Guarantees (and the Notations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this AgreementGuarantee).

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby each Issuer (i) acknowledges that such Issuer has, by separate written instrument, irrevocably designates designated and appoints Xxxxxxx & Associatesappointed CT Corporation, 000 Xxxxxxx 100 Xxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon whom which process may be served in any suit, suit or proceeding arising out of or other action against it instituted by any Underwriter or by any person controlling an Underwriter as relating to which such Underwriter or any such controlling person is a party and based upon this Agreement, the Securities or the Exchange Securities that may be instituted in any other action against the Company federal or state court in the New York 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 connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable or brought under Federal or state securities laws, and acknowledges that CT Corporation has accepted such designation, (ii) submits to the Representative shall have been appointed by the Companyjurisdiction of any such court in any such suit or proceeding, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further (iii) agrees that service of process upon its authorized agent or successor CT Corporation and written notices of said service to such Issuer in accordance with Section 11 hereof shall be deemed in every respect personal effective service of process upon it in any such suit or proceeding. Each Issuer further agrees to take any reasonable action, including the Company execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect so long as any of the Securities shall be outstanding; provided, however, that such Issuer may, by written notice to the Initial Purchaser, designate such additional or alternative agent for service of process under this Section 18 that (i) maintains an office located in the Xxxxxxx xx Xxxxxxxxx, Xxxx of New York in the State of New York and (ii) is either (x) counsel for such Issuer or (y) 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 process and the address of the office of such agent for process in the Borough of Manhattan, City of New York, State of New York. To the extent that any Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, each Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit action or proceeding, in Hong Kong 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 the Company 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 the Company hereunder that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the designation of the laws as the law applicable to venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in each case as set forth herein. (c) such courts. The Company agrees Issuers and the Initial Purchaser agree that if a final judgment in any payment such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreementjurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, by serving a copy thereof upon any employee of any of the Co-Issuers or any Guarantor (in such capacity, the “Company Process Agent”) at any business location that the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and each Co-Issuer and Guarantor hereby irrevocably designates designates, appoints and appoints Xxxxxxx & Associatesempowers the Company Process Agent as their designee, 000 Xxxxxxx Xxxxxxappointee and agent to receive, Xxxxx 000accept and acknowledge for and on their behalf service of any and all legal process, Xxxxxxsummons, Xxxxxxxx 00000 as its authorized agent upon whom process notices and documents that may be served in any action, suit or proceeding brought against them in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or another third party corporate service provider of national standing), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Co-Issuers and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 13.15. (c) Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) or (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at their address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding or shall be conclusive and may be enforced in other action against it instituted jurisdictions 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, suit on the judgment or in any other action manner provided by law. Nothing herein shall in any way be deemed to limit the ability of the Trustee, Collateral Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 13.15 shall survive any termination of this Indenture, in whole or in part. (f) Each of the Company Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the United States federal courts located in the County of New York Supreme Court, or the courts of the State of New York located in the 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 hereby further irrevocably and unconditionally waives and agrees not to plead or any purchase or sale of Shares in connection therewith. 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 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 claim in any such suitcourt that any such action, suit or proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any defense or objection to or otherwise oppose inclusion of such linkage brought in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or seek to initiate any of their respective properties, assets or revenues have any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to Argentinean, Xxxxxxxx Islands, Brazilian, Panamanian, Paraguayan, Uruguayan, New York State or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsU.S. federal court, as the case may be, from service of process, attachment upon or prior to judgment, or attachment in accordance aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with normal bank proceduresrespect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, are able the Notes and the Note Guarantees (and the Notations of Guarantee); and, to lawfully purchase with such amount of such other currency. To the extent that the Underwriters Co-Issuers, any Guarantor or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such controlling persons are not able to purchase sufficient United States dollars with right of immunity in any such amount of such other currency to discharge the obligations court in which proceedings may at any time be commenced, each of the Company Co-Issuers and the Guarantors waived or will waive such right to the Underwriters or extent permitted by law and has consented to such controlling personsrelief and enforcement as provided in this Indenture, the obligations Notes and the Note Guarantees (and the Notations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this AgreementGuarantee).

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, New York. The Note Guarantors (aother than CEMEX Corp.) By have irrevocably submitted to the execution jurisdiction of such courts for such purpose and delivery waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of this Agreementvenue 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 Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesNote Guarantors have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County of New York and the United States District Court for the Southern District City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. 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) By the execution and delivery of this Agreement, the Company hereby irrevocably designates (i) acknowledges that it has, by separate written instrument, designated and appoints Xxxxxxx & Associatesappointed CT Corporation System, 000 Xxxxxxx Xxxxxx0000 Xxxxxxxx, Xxxxx 000Xxx Xxxx, XxxxxxXxx Xxxx 00000 (and any successor entity), Xxxxxxxx 00000 as its authorized agent upon whom which process may be served in any suit, suit or proceeding arising out of or other action against it relating to this Agreement that may be 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 Federal or state court in the New York Supreme CourtBorough of Manhattan, County of New York and the United States District Court for the Southern District City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable York, or brought under the United States Federal or state securities laws, and acknowledge that CT Corporation System has accepted such designation, (ii) submits to the Representative shall have been appointed by the Company, non-exclusive jurisdiction of any such successor shall have accepted court in any such appointment suit or proceeding and written notice thereof shall have been given to the Underwriters. The Company further (iii) agrees that service of process upon its authorized agent or successor CT Corporation System and written notice of said service to the Company in accordance with Section 12 shall be deemed in every respect personal effective service of process upon the Company in any such suit, proceeding suit or other action. (b) proceeding. The Company 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 in full force and effect so long as any of the Class A Ordinary Shares shall be outstanding; PROVIDED, HOWEVER, that in any suit (whether in a court in the United StatesCompany may, Chinaby written notice to the U.S. Representative, Hong Kong designate such additional or elsewhere) seeking enforcement alternative agent for service of process under this Agreement or provisions of this Agreement Section 15 that (i) if maintains an office located in the plaintiffs therein seek a judgment Borough of Manhattan, City of New York, in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws State of Hong Kong, New York and (ii) if the plaintiffs therein seek to have any judgment is either (or any aspect thereofx) awarded in any other currency, counsel for the period from entry Company (y) 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 judgment until actual payment thereof in full has been made, to either or both agent for process and the address of the consumer price index of the currency office of such foreign country or changes agent for service of process in the applicable currency-United States dollar exchange rateBorough of Manhattan, the Company will not interpose any defense or objection to or otherwise oppose inclusion City of such linkage in any such judgment except to New York, State of New York. To the extent that such a judgment would violate the laws Company or any of Hong Kong. The Company agrees that it will not initiate its respective properties, assets or seek revenues may or may hereafter become entitled to, or have attributed to initiate the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from the jurisdiction of any New York or U.S. Federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the courts giving of any relief or for the designation enforcement of the laws as the law applicable to this Agreementany judgment, in each case as set forth herein. (c) The Company agrees that if any payment of such court in which proceedings may at any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollarstime be commenced, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or in connection with this Agreement or the International Purchase Agreement, the Company hereby irrevocably and unconditionally waives such differenceright, and agrees not to plead or claim any such undischarged amount will be due as a separate obligation immunity, and shall not be affected by payment of consent to such relief or judgment being obtained for any other sums due under or in respect of this Agreementenforcement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company and each Selling Shareholder not located in the United States hereby irrevocably designates and appoints Xxxxxxx & AssociatesSaifun Semiconductors USA, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 Inc. as its the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against it the Company or the Selling Shareholders 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 the Selling Shareholders in any federal or state court sitting in the New York 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 connection therewith. The Company and the Selling Shareholders expressly accept 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 Representative Underwriters shall have been appointed by the CompanyCompany 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 the Selling Shareholders further agrees agree that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company and the Selling Shareholders in any such suit, proceeding or other action. (b) . 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 agrees and the Selling Shareholders hereby irrevocably waive any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United StatesShares, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 the Selling Shareholders 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 (i) if the plaintiffs therein seek a judgment in either United States dollars rendered by any such Federal court or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, state court shall be conclusive and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded may be enforced in any other currency, for jurisdiction by suit on the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction 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 than 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, the Selling Shareholders or any of their property in the United Statescourts of any other jurisdiction. The Company and the Selling Shareholders further agree to take any and all action, seeking damages 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 respect full force and effect. The Company and the Selling Shareholders hereby agree with the Underwriters to the nonexclusive jurisdiction of or for the purpose courts of obtaining any injunction or declaratory judgment against the enforcement ofState of New York, or a declaratory judgment concerning the Federal courts sitting in the County of New York in connection with any alleged breach action or proceeding arising from the sale of the Shares or this Agreement brought by the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, by serving a copy thereof upon any employee of any of the Co-Issuers or any Guarantor (in such capacity, the “Company Process Agent”) at any business location that the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 800 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and each Co-Issuer and Guarantor hereby irrevocably designates designates, appoints and appoints Xxxxxxx & Associatesempowers the Company Process Agent as their designee, 000 Xxxxxxx Xxxxxxappointee and agent to receive, Xxxxx 000accept and acknowledge for and on their behalf service of any and all legal process, Xxxxxxsummons, Xxxxxxxx 00000 as its authorized agent upon whom process notices and documents that may be served in any action, suit or proceeding brought against them in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Co-Issuers and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 11.15 satisfactory to the Initial Purchasers. (c) Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) or (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at their address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding or shall be conclusive and may be enforced in other action against it instituted jurisdictions 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, suit on the judgment or in any other action manner provided by law. Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 11.15 shall survive any termination of this Indenture, in whole or in part. (f) Each of the Company Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the United States federal courts located in the County of New York Supreme Court, or the courts of the State of New York located in the 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 hereby further irrevocably and unconditionally waives and agrees not to plead or any purchase or sale of Shares in connection therewith. 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 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 claim in any such suitcourt that any such action, suit or proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any defense or objection to or otherwise oppose inclusion of such linkage brought in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or seek to initiate any of their respective properties, assets or revenues have any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to Argentinean, Mxxxxxxx Islands, Brazilian, Panamanian, Paraguayan, Uruguayan, New York State or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsU.S. federal court, as the case may be, from service of process, attachment upon or prior to judgment, or attachment in accordance aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with normal bank proceduresrespect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, are able the Notes and the Note Guarantees (and the Notations of Guarantee); and, to lawfully purchase with such amount of such other currency. To the extent that the Underwriters Co-Issuers, any Guarantor or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such controlling persons are not able to purchase sufficient United States dollars with right of immunity in any such amount of such other currency to discharge the obligations court in which proceedings may at any time be commenced, each of the Company Co-Issuers and the Guarantors waived or will waive such right to the Underwriters or extent permitted by law and has consented to such controlling personsrelief and enforcement as provided in this Indenture, the obligations Notes and the Note Guarantees (and the Notations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this AgreementGuarantee).

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, each of the Company and the Selling Shareholders (the “Caesarstone Parties”) hereby irrevocably designates and appoints Xxxxxxx & AssociatesCaesarstone USA, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 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 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 such Caesarstone Party in the New York 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 connection therewith. Each such Caesarstone Party 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 Representative Underwriters shall have been appointed by the CompanyCaesarstone Parties, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company 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 the Company that Caesarstone Party in any such suit, proceeding or other action. (b) The Company . 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 have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 any Caesarstone Party, the Underwriters or any person controlling an Underwriter. Each of the Caesarstone Parties agrees that in any suit (whether in a court in the United States, China, Hong Kong 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 other Israeli currency, subject to Israeli foreign currency control regulations, the Company 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 such a judgment would violate the laws of Hong Kongthe State of Israel, and (iiiii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currencyNew Israeli Shekels linked, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country Israel or changes in the applicable currencyNew Israeli Shekel-United States dollar exchange rate, the Company Caesarstone Party will not interpose any 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 Hong Kongthe State of Israel. The Company Each Caesarstone Party agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company . Each Caesarstone Party agrees that if any payment of any sum due under this Agreement from the Company Caesarstone Party is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company Caesarstone Party to the Underwriters or such controlling persons, the obligations of the Company Caesarstone Party shall not be discharged with respect to 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 other sums due under or 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: /s/ Yxxxx Xxxxxx Name: Yxxxx Xxxxxx Title: Chief Executive Officer By: /s/ Yxxx Xxxxxxxx Name: Yxxx Xxxxxxxx Title: Chief Financial Officer MIFALEI SDOT-YAM AGRICULTURAL COOPERATIVE SOCIETY LTD. By: /s/ Axxx Xxxxx Name: Axxx Xxxxx Title: Chairman TENE INVESTMENTS IN QUARTZ SURFACES L.P. By: Tene Management Investments in Kibbutzim Ltd., its general partner By: /s/ Axxxx Xxxxxxxx Name: Axxxx Xxxxxxxx Title: Senior Managing Partner TENE INVESTMENTS IN QUARTZ SURFACES B (PARALLEL) L.P. By: Tene Management Investments in Kibbutzim Ltd., its general partner By: /s/ Axxxx Xxxxxxxx Name: Axxxx Xxxxxxxx Title: Senior Managing Partner Accepted: April 11, 2013 J.X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. J.X. XXXXXX SECURITIES LLC By: /s/ Axxxx Xxxxxxxxx Name: Axxxx Xxxxxxxxx Title: Executive Director BARCLAYS CAPITAL INC. By: /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Managing Director Underwriter Number of Shares J.X. Xxxxxx Securities LLC 3,265,500 Barclays Capital Inc. 2,254,750 Credit Suisse Securities (USA) LLC 933,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 855,250 Rxxxxx X. Xxxxx & Co. Incorporated 466,500 Total 7,775,000 Selling Shareholders: Number of Underwritten Shares: Number of Option Shares: Mifalei Sdot-Yam Agricultural Cooperative Society Ltd. 475,000 475,000 Tene Investments in Quartz Surfaces L.P. 5,919,570 560,680 Tene Investments in Quartz Surfaces B (Parallel) L.P. 1,380,430 130,570

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Issuers and the execution and delivery of this AgreementNote Guarantors have agreed that any suit, action or proceeding against the Company hereby 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 Borough of Manhattan, The City of New York, New York. The Issuers and the Note Guarantors have irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appoints Xxxxxxx & Associateswaived, 000 Xxxxxxx to the fullest extent permitted by law, trial by jury and any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim 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 have appointed CT Corporation, 100 Xxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxx 00000 as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme CourtBorough of Manhattan, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuers and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to themselves or any other jurisdiction other than in of their property, the United States, seeking damages Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of their obligations under the Indenture or for the purpose Notes. The Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement or any of the Underwriters’ rights under this AgreementNote in larger type. Requests may be made to: Elan Finance public limited company c/o Elan Corporation, including without limitation any actionplc Txxxxxxx Xxxxxxxx, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by the Company hereunder to the jurisdiction of the courts or the designation of the laws as the law applicable to this AgreementXxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, in each case as set forth herein. (Xxxxxxx Attention: Chief Financial Officer Elan Finance Corp. c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars/o Elan Corporation, whether by judicial judgment or otherwiseplc Txxxxxxx Xxxxxxxx, the obligations of the Company 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 personsXxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.Xxxxxxx Attention: Chief Financial Officer

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Issuers and the execution and delivery of this AgreementNote Guarantors have agreed that any suit, action or proceeding against the Company hereby 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 Borough of Manhattan, The City of New York, New York. The Issuers and the Note Guarantors have irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appoints Xxxxxxx & Associateswaived, 000 Xxxxxxx to the fullest extent permitted by law, trial by jury and any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim 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 have appointed CT Corporation, 100 Xxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxx 00000 as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme CourtBorough of Manhattan, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuers and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to themselves or any other jurisdiction other than in of their property, the United States, seeking damages Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The 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: Elan Finance public limited company c/o Elan Corporation, 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 Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer [Include for Certificated Notes only: To assign this Note, fill in the purpose form below: I or we assign and transfer this Note to and irrevocably appoint agent to transfer this Note on the books of obtaining any injunction the Issuers. 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: The following increases or declaratory judgment against the enforcement of, decreases in this Global Note have been made: Principal Amount of 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 this Global decrease or a declaratory judgment concerning any alleged breach signatory of Exchange Note Note increase Trustee ] [Include for Certificated Notes: If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 3.10 or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any Section 3.16 of the Underwriters’ rights under this AgreementIndenture, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby (i) acknowledges that it has, by separate written instrument, irrevocably designates designated and appoints Xxxxxxx & Associatesappointed The Corporation Trust Company, 000 Xxxxxxx Xxxxxx1209 Orange Street, Xxxxx 000Wilmington, XxxxxxDelaware, Xxxxxxxx 00000 1980 (or any successor) (together with any successor, the "Agent for Service"), as its authorized agent upon whom which process may be served in any suit, suit or proceeding arising out of or other action against it relating to this Agreement or the Securities that may be 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 federal or state court in the New York Supreme Court, County of New York and the United States District Court for the Southern District State of New York, arising out of or brought under federal or state securities laws, and acknowledges that the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment shall be irrevocableAgent for Service has accepted such designation, unless and until a successor authorized agent in the County and State of New York reasonably acceptable (ii) submits to the Representative shall have been appointed by the Companyjurisdiction of any such court in any such suit or proceeding, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further (iii) agrees that service of process upon the Agent for Service and written notice of said service to the Company (mailed or delivered to its authorized agent or successor Chief Financial Officer at its principal office in Toronto, Ontario, Canada), shall be deemed in every respect personal service of process upon effective xxxxxxx xx xxxxxxx xpon the Company in any such suit, proceeding suit or other action. (b) proceeding. The Company further agrees that 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 for Service in full force and effect for a period of six years from the date of this Agreement. If for the purposes of obtaining judgment in any suit (whether court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so that the rate of exchange used shall be the rate at which in a court in accordance with normal banking procedures the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either Underwriters could purchase United States dollars or with such other currency, currency in The City of New York at the close of business on the business day preceding that on which final judgment is given. The obligations of the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made it to or received by the Underwriters or any controlling person of any Underwriter shall, notwithstanding any judgment in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company under this Agreement shall not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent of the net amount of freely transferable United States dollars that the Underwriters or that) such controlling persons, as the case Underwriter may be, in accordance with normal bank procedures, are able to lawfully banking procedures purchase United States dollars with such amount of such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. To the extent that the Underwriters Company has or such controlling persons are not able hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to purchase sufficient United States dollars with such amount judgment, attachment in aid of such other currency to discharge the obligations of the Company to the Underwriters execution, execution or such controlling persons, the obligations of the Company shall not be discharged otherwise) with respect to itself or its property, it hereby irrevocably waives 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 other sums due under or immunity in respect of this Agreementits obligations under the above-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The parties hereto have agreed that any suit, action or proceeding arising out of or based upon the execution 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. The parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and delivery waived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of this Agreementvenue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum 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 Company hereby irrevocably designates and appoints Xxxxxxx & Associateshas appointed National Registered Agents, 000 Xxxxxxx XxxxxxInc. with offices currently at 875 Avenue of the Americas, Xxxxx 000, XxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for the Southern District state or U.S. federal court in The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose has or hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or otherwise) with respect to it or any of their property, the 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 jurisdiction other than manner permitted by law. The 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: Xxxxx Xxxxxxx X.X. Xxxxxxxxx 000 0000 XX Xxxxxxxxx The Netherlands Attention: Chief Financial Officer Fax No.: +00 (0) 00-000-0000 To assign this Note, fill in the United Statesform below: (I) or (we) assign and transfer this Note to: and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: (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, seeking damages stockbrokers, savings and loan associations and credit unions with membership in respect an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. 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 for the purpose increase Signature of obtaining any injunction authorized signatory of Trustee or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach Note Custodian If you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any Section 3.10 of the Underwriters’ rights under this AgreementIndenture, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.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 (acurrently Xx. Xxxxx Xxxxx) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the "Authorized Agent") upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this Agreement, or in any other action against the Company Exchange and Registration Rights Agreement which may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the "Federal Courts") or the state courts of New York referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts 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 to the offering laying of venue of any such action 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 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 to the laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Issuer shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Issuer's Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which 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 suitaction in any federal court in The City of New York, proceeding or in any competent court in Mexico, except that Article 27 of the Political Constitution of the United Mexican States, Articles 2, 16 and 60 of the General Law on National Patrimony (and other action. 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 Company agrees that 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 any suit and on behalf of Mexico are the Issuer and the Guarantors (whether in a court in the United Statessuch entities are, Chinatherefore, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection entitled to or otherwise oppose judgment, if any, being awarded in such currencies except immunity with respect to the extent that such a judgment would violate the laws of Hong Kongexclusive right and power), and (iie) if the plaintiffs therein seek attachment prior to have any judgment (or any aspect thereof) awarded attachment in any other currency, for the period from entry aid of such execution or execution of a final judgment until actual payment thereof in full has been made, to either or both may not be ordered by Mexican courts against property of the consumer price index of Issuer and the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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 hereinGuarantors. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of this Agreement, the Company hereby parties hereto irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent upon whom process may be served in agrees that any suit, action or proceeding arising out of or other action against it instituted relating to this Indenture, the Notes or the Note Guarantee, or brought under federal or state securities laws or brought by any Underwriter or by any person controlling an Underwriter as to which such Underwriter the Trustee or any such controlling person is a party and based upon this AgreementAgent, or may be instituted in any other action against the Company federal or state court in the New York Supreme Court, County of New York and the United States District Court for the Southern District State of New York, borough of Manhattan; irrevocably agrees that any suit, action or proceeding arising out of or relating to this Indenture, the offering made Notes or the Note Guarantee, or brought by the Prospectus Trustee or any purchase Agent, may be instituted in any court in England; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or sale hereafter have to the laying of Shares venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in connection therewithany such suit, action or proceeding. 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 (the "AUTHOXXXXX XXXXX") xxx xxxxxxx xx xxxxxxx xx xxx suit, action or proceeding arising out of or relating to this Indenture, the Notes or the Note Guarantee, or brought under federal or state securities laws or brought by the Trustee or any Agent, that may be instituted in federal or state courts in the 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 designation and appointment shall be irrevocable, irrevocable unless and until a successor authorized replaced by an agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by Trustee. Each of the CompanyIssuer and the Guarantor represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, such successor shall have accepted 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 thereof shall have been given of such service to the Underwriters. The Company further agrees that service of process upon its authorized agent Issuer or successor the Guarantor, as applicable, shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company hereunder to the jurisdiction of the courts Issuer or the designation of the laws as the law applicable to this Agreement, in each case as set forth herein. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsGuarantor, as the case may be, in accordance with normal bank procedures, are able to lawfully purchase with such amount of such other currencyapplicable. To the extent that either the Underwriters Issuer or such controlling persons are not able the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to purchase sufficient United States dollars with such amount judgment, attachment in aid of such other currency to discharge the obligations of the Company to the Underwriters execution or such controlling persons, the obligations of the Company shall not be discharged otherwise) with respect to itself or its property, each of the Issuer and the Guarantor hereby irrevocably waives 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 other sums due under or immunity in respect of its respective obligations under this AgreementIndenture, the Notes and the Note Guarantee, and in respect of actions brought under US federal or state securities laws, to the fullest extent permitted by law.

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 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 they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and the right to any other jurisdiction. The Issuer and the Note Guarantors (aother than CEMEX Corp. and CEMEX Finance LLC) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint ______________________________ as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging Issuer. The agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: Sign exactly as your name appears on the enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. 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 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 they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and the right to any other jurisdiction. The Issuer and the Note Guarantors (aother than CEMEX Corp. and CEMEX Finance LLC) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint ______________________________ as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. 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, New York. The Issuer and the Note Guarantors (aother than CEMEX Corp.) By have irrevocably submitted to the execution jurisdiction of such courts for such purpose and delivery waived, to the fullest extent permitted by law, trial by jury and any objection it may now or hereafter have to the laying of this Agreementvenue 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 Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesNote Guarantors (other than CEMEX Corp.) have appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County of New York and the United States District Court for the Southern District City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors (other than CEMEX Corp.) have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction of its property, the Issuer and the Note Guarantors (other than in the United States, seeking damages CEMEX Corp.) have irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any we assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this Agreement.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. The following increases or decreases in this Global Note have been made:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & AssociatesMellanox Technologies, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 Inc. as its the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against it 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 New York 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 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 Representative 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. (b) . 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 agrees hereby irrevocably waives any objection that in it may have or hereafter have to the laying of venue of any suit (whether in a court in such action or proceeding arising out of or based on the United StatesShares, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except relating to the extent that such a judgment would violate offering, issuance and sale of the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded Shares in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either Federal or both of the consumer price index of the currency of such foreign country or changes state court sitting in the applicable currency-United States dollar exchange rate, the Company will not interpose County of New York and hereby further irrevocably waives any defense claim that any such action or objection to or otherwise oppose inclusion of such linkage proceeding in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate any final judgment after exhaustion of all appeals or seek the expiration of time to initiate appeal in any action, 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 or proceeding, in Hong Kong on the judgment or in any other jurisdiction 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 than 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 or any of its property in the United Statescourts of any other jurisdiction. The Company further agrees to take any and all action, seeking damages 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 respect full force and effect. The Company hereby agrees with the Underwriters to the nonexclusive jurisdiction of or for the purpose courts of obtaining any injunction or declaratory judgment against the enforcement ofState of New York, or a declaratory judgment concerning the Federal courts sitting in the County of New York in connection with any alleged breach action or proceeding arising from the sale of the Shares or this Agreement brought by the Company or other claim by the Underwriters. If the foregoing is in accordance with your understanding, or any person controlling an Underwriter in respect please indicate your acceptance of this Agreement or any by signing in the space provided below. Very truly yours, MELLANOX TECHNOLOGIES, LTD. By: /s/Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CFO Accepted: September 20, 2011 X. X. XXXXXX SECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/Xxxxxxx Xxxxxxx Authorized Signatory X. X. Xxxxxx Securities LLC 1,275,000 Credit Suisse Securities (USA) LLC 712,500 Barclays Capital Inc. 562,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 450,000 Total 3,000,000 Mellanox Technologies, Inc. Voltaire Ltd. Voltaire UK, Ltd. a. Pricing Disclosure Package b. Pricing Information Provided Orally by 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this Agreement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Issuers and the execution and delivery of this AgreementNote Guarantors have agreed that any suit, action or proceeding against the Company hereby 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 Borough of Manhattan, The City of New York, New York. The Issuers and the Note Guarantors have irrevocably designates submitted to the non-exclusive jurisdiction of such courts for such purpose and appoints Xxxxxxx & Associateswaived, to the fullest extent permitted by law, trial by jury and any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim 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 have appointed National Registered Agents, Inc., 000 Xxxxxxx XxxxxxXxxxxx xx Xxxxxxxx, Xxxxx 000, XxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme CourtBorough of Manhattan, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuers and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or otherwise) with respect to themselves or any of their property, the Issuers and the Note Guarantors have irrevocably waived and agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The 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: Elan Finance public limited company c/o Elan Corporation, 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 Attention: Chief Financial Officer [Include for Certificated Notes only: To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint agent to transfer this Note on the books of the Issuers. 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.] 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: 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 purchased 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.] [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 other jurisdiction other than administrative or legal proceedings or official inquiry with respect to the matters covered hereby. [Name of Transferor] By: ____________________________ Authorized Signature [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: (a) the offer of the Notes was not made to a person in the United States; (b) either (i) at the time the buy order was originated, seeking damages in respect of the transferee was outside the United States or for the purpose of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by the Company or other claim by the Underwriters, or we and any person controlling an Underwriter acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer 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 the Company 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.United States; (c) The Company agrees that no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; (d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and (e) we are the beneficial owner of the principal amount of Notes being transferred. In addition, if any payment of any sum due under this Agreement from the Company sale is made to during a 40-day Period and the provisions of Rule 904(b)(1) or received by Rule 904(b)(2) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the Underwriters applicable provisions of Rule 904(b)(1) or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsRule 904(b)(2), as the case may be. 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. Terms used in this letter have the meanings set forth in Regulation S. [Name of Transferor] By: ____________________________ Authorized Signature [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 normal bank procedures, Rule 144 under the Securities Act. You and the Issuers are able entitled to lawfully purchase with such amount of such other currency. To the extent that the Underwriters rely upon this letter and are irrevocably authorized to produce this letter or such controlling persons are not able a copy hereof to purchase sufficient United States dollars with such amount of such other currency to discharge the obligations of the Company to the Underwriters any interested party in any administrative or such controlling persons, the obligations of the Company shall not be discharged legal proceedings or official inquiry with respect to such differencethe matters covered hereby. [Name of Transferor] By: ____________________________ Authorized Signature FOR ADDITIONAL NOTE GUARANTEES This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture”), between [name of Additional Note Guarantor], a [________] [corporation][limited liability company] (the “New Note Guarantor”), Elan Finance public limited company, a public limited company incorporated and registered under the laws of Ireland (together with its successors and assigns), Elan Finance Corp., a Delaware corporation (together with its successors and assigns, collectively the “Issuers”), Elan Corporation, plc (the “Company”) and each other Note Guarantor under the Indenture referred to below, and any such undischarged amount will be due The Bank of New York Mellon, as a separate obligation and shall not be affected by payment of or judgment being obtained for any other sums due Trustee under or in respect of this Agreementthe Indenture referred to below.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Co-Issuers and each Guarantor hereby irrevocably consent and agree to the execution service of any and delivery all legal process, summons, notices and documents in any such action, suit or proceeding brought against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, by serving a copy thereof upon any employee of any of the Co-Issuers or any Guarantor (in such capacity, the “Company Process Agent”) at any business location that the Co-Issuers or any Guarantor may maintain from time to time in the United States including, without limitation, at the offices of Navios Corporation located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and each Co-Issuer and Guarantor hereby irrevocably designates designates, appoints and appoints Xxxxxxx & Associatesempowers the Company Process Agent as their designee, 000 Xxxxxxx Xxxxxxappointee and agent to receive, Xxxxx 000accept and acknowledge for and on their behalf service of any and all legal process, Xxxxxxsummons, Xxxxxxxx 00000 as its authorized agent upon whom process notices and documents that may be served in any action, suit or proceeding brought against them in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. (b) If at any time neither the Co-Issuers nor any Guarantor maintains a bona fide business location in the State of New York, then the Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Indenture and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Co-Issuers and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 11.15 satisfactory to the Initial Purchasers. (c) Each of the Co-Issuers and the Guarantors further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) or (b) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Co-Issuers, at their address specified in or designated pursuant to this Indenture. Each of the Co-Issuers and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (d) Each of the Co-Issuers and each Guarantor agree that a final judgment in any such suit, action or proceeding or shall be conclusive and may be enforced in other action against it instituted jurisdictions 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, suit on the judgment or in any other action manner provided by law. Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Co-Issuers or the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The provisions of this Section 11.15 shall survive any termination of this Indenture, in whole or in part. (f) Each of the Company Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the United States federal courts located in the County of New York Supreme Court, or the courts of the State of New York located in the 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 hereby further irrevocably and unconditionally waives and agrees not to plead or any purchase or sale of Shares in connection therewith. 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 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 claim in any such suitcourt that any such action, suit or proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any defense or objection to or otherwise oppose inclusion of such linkage brought in any such judgment except to the extent that such a judgment would violate the laws of Hong Kongcourt has been brought in an inconvenient forum. The Company agrees that it will not initiate Co-Issuers and the Guarantors, and their obligations under this Indenture, the Notes and the Note Guarantees (and the Notations of Guarantee), are subject to civil and commercial law and to suit and none of the Co-Issuers, the Guarantors or seek to initiate any of their respective properties, assets or revenues have any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, in Hong Kong or from the giving of any relief 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 the Company 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 such legal action, suit or proceeding challenging the enforceability of proceeding, from setoff or seeking to invalidate in any respect the submission by the Company hereunder to counterclaim, from 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to Argentinean, Xxxxxxxx Islands, Brazilian, Panamanian, Paraguayan, Uruguayan, New York State or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsU.S. federal court, as the case may be, from service of process, attachment upon or prior to judgment, or attachment in accordance aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with normal bank proceduresrespect to its obligations or liabilities or any other matter under or arising out of or in connection with this Indenture, are able the Notes and the Note Guarantees (and the Notations of Guarantee); and, to lawfully purchase with such amount of such other currency. To the extent that the Underwriters Co-Issuers, any Guarantor or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such controlling persons are not able to purchase sufficient United States dollars with right of immunity in any such amount of such other currency to discharge the obligations court in which proceedings may at any time be commenced, each of the Company Co-Issuers and the Guarantors waived or will waive such right to the Underwriters or extent permitted by law and has consented to such controlling personsrelief and enforcement as provided in this Indenture, the obligations Notes and the Note Guarantees (and the Notations of the Company shall not be discharged with respect to 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 other sums due under or in respect of this AgreementGuarantee).

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this AgreementIndenture, each of the Company hereby Company, Staples the Office Superstore East, Inc. and Staples Contract and Commercial, Inc. (i) acknowledges that it has, by separate written instrument, irrevocably designates designated and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 appointed CT Corporation System as its NY12534: 53599.4 authorized agent upon whom which process may be served in any suitsuit or proceeding arising out of or relating to the Securities, proceeding the Subsidiary Guarantees or other action against it this Indenture that may be 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 Federal or State court in the New York Supreme CourtBorough of Manhattan, County The City of New York and the United States District Court for the Southern District of New York, arising out of the offering made or brought under Federal or State securities laws or brought by the Prospectus Trustee in its capacity as a trustee hereunder, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and waives, to the extent possible, any objection which it may now or hereafter have to the laying of venue of any such proceeding or any purchase or sale claim of Shares in connection therewith. Such designation inconvenient forum, 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 Company further (iii) agrees that service of process upon its authorized agent or successor CT Corporation System shall be deemed in every respect personal effective service of process upon the Company it in any such suit, proceeding suit or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kongproceeding. The Company and each such Subsidiary Guarantor further agrees that it will not initiate or seek to initiate take any and all action, suit or proceedingincluding 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 in Hong Kong or full force and effect so long as this Indenture shall be in any other jurisdiction other than in the United States, seeking damages in respect of or full force and effect and for the purpose of obtaining any injunction or declaratory judgment against continuous period from the enforcement of, or a declaratory judgment concerning any alleged breach by date hereof through and including the Company or other claim by date which is 550 calendar days after the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any date upon which the last of the Underwriters’ rights under this Agreement, including without limitation Securities shall be outstanding. The Trustee agrees to mail or deliver a copy of any action, suit or proceeding challenging the enforceability of or seeking service referred to invalidate in any respect the submission by the Company hereunder (iii) above 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations Chairman and Chief Executive Officer of the Company under at its principal office at the address set out on page 1 of this Agreement shall be discharged only Indenture or at any other address previously notified in writing 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 currencyTrustee. To the extent that the Underwriters Company or such controlling persons are not able to purchase sufficient United States dollars with such amount any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of such other currency to discharge the obligations any court or from any legal process (whether through service of the Company to the Underwriters notice, attachment before judgment, attachment in aid of execution or such controlling persons, the obligations of the Company shall not be discharged otherwise) with respect to itself or its property, it hereby irrevocably waives 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 other sums due under or immunity in respect of its respective obligations under this AgreementIndenture and the Securities to the fullest extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By Each of the execution and delivery of parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this AgreementSenior Notes Indenture, the Company Senior Notes and the Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer and each of the Guarantors hereby irrevocably designates and appoints Xxxxxxx & AssociatesCT Corporation System, 000 Xxxxxxx 100 Xxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, XxxxxxXxx Xxxx 00000, Xxxxxxxx 00000 Xxxxxx Xxxxxx of America as its authorized agent upon whom process may be served in any such suit, action or proceeding or other action against it which may be 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 federal or state court located in the New York Supreme Court, County of New York and the United States District Court for the Southern District State of New York, Borough of Manhattan arising out of or based upon this Senior Notes Indenture, the offering made Senior Notes, the purchase agreement dated September 10, 2019 with respect to the Initial Senior Notes or the 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 the Prospectus or any purchase or sale of Shares in connection therewithjury. Such designation and appointment shall be irrevocable, irrevocable unless and until a successor authorized replaced by an agent in the County and State of New York reasonably acceptable to the Representative shall have been appointed by Trustee. The Issuer and each of the CompanyGuarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, such successor shall have accepted 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 thereof shall have been given of such service to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer shall be deemed deemed, in every respect personal respect, effective service of process upon the Company in any such suit, proceeding or other action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to such difference, Issuer 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 other sums due under or in respect of this AgreementGuarantor.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By The Issuer and each Guarantor have agreed that any suit, action or proceeding against the execution Issuer 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 City of New York, New York. The Issuer and delivery each Guarantor have irrevocably submitted to the non-exclusive jurisdiction of this Agreementsuch courts for such purpose and waived, to the Company hereby irrevocably designates fullest extent permitted by law, trial by jury and appoints Xxxxxxx & Associatesany objection they may now or hereafter have to the laying of venue of any such proceeding, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuer and the Guarantors each have appointed GSK Consumer Healthcare Capital US LLC as its authorized agent Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or other action against it 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, the Indenture or the 2025 Fixed Rate Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County of New York and the United States District Court for the Southern District The City of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewithNew York. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in Issuer and the applicable currency-United States dollar exchange rate, the Company will not interpose Guarantor have or hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to themselves or any other jurisdiction other than in of their property, the United States, seeking damages Issuer and the applicable Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of their obligations under the Indenture or for the purpose 2025 Fixed Rate Notes. The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement 2025 Fixed Rate Note. Requests may be made to: GSK Consumer Healthcare Capital UK plc, attention: Xxxxxxx Xxxxxxxxxx (Group Treasurer), e-mail: xx.xxxxxxxx@xxx.xxx. The following increases or any decreases in this 2025 Fixed Rate Global Note have been made: Date of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging the enforceability Exchange Amount of or seeking to invalidate decrease in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect Principal Amount of this Agreement.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 Registrar

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company hereby (i) acknowledges that it has, by separate written instrument, irrevocably designates designated and appoints appointed Xxxx Xxxxxxx & AssociatesLLP (or any successor) (together with any successor, 000 Xxxxxxx Xxxxxxthe "AGENT FOR SERVICE"), Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent upon whom which process may be served in any suit, suit or proceeding arising out of or other action against it relating to this Agreement or the Shares that may be 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 federal or state court in the New York Supreme Court, County of New York and the United States District Court for the Southern District State of New York, arising out of or brought under federal or state securities laws, and acknowledges that the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable Agent for Service has accepted such designation; (ii) submits to the Representative shall have been appointed by the Companyjurisdiction of any such court in any such suit or proceeding, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further (iii) agrees that service of process upon the Agent for Service and written notice of said service to the Company (mailed or delivered to its authorized agent or successor Chief Financial Officer at its principal office in Xxxxxxx, Xxxxxxx, Xxxxxx), shall be deemed in every respect personal effective service of process upon the Company in any such suit, proceeding suit or other action. (b) proceeding. The Company further agrees that 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 for Service in full force and effect for a period of six years from the date of this Agreement. If for the purposes of obtaining judgment in any suit (whether court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so that the rate of exchange used shall be the rate at which in a court in accordance with normal banking procedures the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either Underwriters could purchase United States dollars or with such other currency, currency in the City of New York on the business day preceding that on which final judgment is given. The obligations of the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made it to or received by the Underwriters or shall, notwithstanding any controlling person of any Underwriter judgement in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company under this Agreement shall not be discharged until the first business day, following receipt by the Underwriters of any sum adjusted to be so due in such other currency, on which (and only to the extent of the net amount of freely transferable United States dollars that that) the Underwriters or such controlling persons, as the case may be, in accordance with normal bank procedures, are able to lawfully banking procedures purchase United States dollars with such amount of such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgement, to indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriters hereunder, the Underwriters agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. To the extent that the Underwriters Company has or such controlling persons are not able hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to purchase sufficient United States dollars with such amount judgement, attachment in aid of such other currency to discharge the obligations of the Company to the Underwriters execution or such controlling persons, the obligations of the Company shall not be discharged otherwise) with respect to itself or its property, it hereby irrevocably waives 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 other sums due under or immunity in respect of this Agreementits obligations under the above-referenced documents, to the extent permitted by law.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, the Company Selling Shareholder hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 ______________________ as its the authorized agent of the Selling Shareholder, upon whom process may be served in any suit, proceeding or other action against it the Selling Shareholder instituted by any Underwriter or by any - 40 - 41 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 Selling Shareholder in any federal or state court sitting in the New York 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 securities in connection therewith. The 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 Representative Representatives 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 Selling Shareholder further agrees that service of process upon its authorized agent or successor (and written notice of said service to the Company mailed by certified mail or sent by telex or delivered, as provided in Section 15 hereof) shall be deemed in every respect personal service of process upon the Company Selling Shareholder in any such suit, proceeding or other action. (b) The Company agrees . In the event that in service of any suit (whether in a 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 United Statesmanner described above, China, Hong Kong 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 elsewhere) seeking enforcement any successor convention or treaty. The Selling Shareholder hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares or this Agreement or provisions otherwise relating to the offering, issuance and sale of the Shares in any federal or state court sitting in the 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 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 Shares or this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars rendered by any such federal court or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, state court shall be conclusive and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded may be enforced in any other currency, for jurisdiction by suit on the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction 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 than application in any other manner permitted by law or limit or affect the United States, seeking damages in respect right of the Underwriters to bring any action or for the purpose of obtaining any injunction or declaratory judgment proceeding against the enforcement of, or a declaratory judgment concerning any alleged breach by the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement Selling Shareholder or any of its property in the Underwriters’ rights under this Agreementcourts of any other jurisdiction. The Selling Shareholder further agrees to take any and all action, including without limitation any actionthe execution and filing of all such instruments and documents, suit as may be necessary to continue such designations and appointments or proceeding challenging such substitute designations and appointments in full force and effect for a period of six years from the enforceability of or seeking to invalidate in any respect date hereof. The Selling Shareholder hereby agrees with the submission by the Company hereunder Underwriters to the exclusive jurisdiction of the courts of the State of New York, or the designation federal courts sitting in the County of the laws as the law applicable to this AgreementNew York, in each case as set forth herein. (c) The Company agrees that if connection with any payment of any sum due under this Agreement from the Company is made to or received action brought by the Underwriters or any controlling person Selling Shareholder. - 42 - 43 the federal courts sitting in the County of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 beNew York, in accordance connection with normal bank procedures, are able to lawfully purchase with such amount of such other currencyany action brought by the Company. To the extent that the Underwriters Company or such controlling persons are not able the Selling Shareholder has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to purchase sufficient United States dollars with such amount judgment, attachment in aid of such other currency to discharge the obligations of the Company to the Underwriters execution, execution or such controlling personsotherwise), the obligations of the Company shall not be discharged with respect to itself or its property, it hereby irrevocably waives such difference, immunity in respect of its obligations under this Agreement in any action instituted in any New York court or any court of competent jurisdiction in the Netherlands. This Section and any such undischarged amount will be due as a separate obligation the waivers contained herein are intended only for the parties hereto and shall not be affected by payment of or judgment being obtained for construed to give any other sums due under or in respect of this Agreementthird parties any rights.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this Agreement, each of the Company and the Selling Shareholder (the “Caesarstone Parties”) hereby irrevocably designates and appoints Xxxxxxx & AssociatesCaesarstone USA, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 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 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 such Caesarstone Party in the New York 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 connection therewith. Each such Caesarstone Party 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 Representative Underwriters shall have been appointed by the CompanyCaesarstone Parties, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company 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 the Company that Caesarstone Party in any such suit, proceeding or other action. (b) The Company . 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 have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Shares, or this Agreement or otherwise relating to the offering, issuance and sale of the Shares in any Federal or state court sitting in the 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 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 any Caesarstone Party, the Underwriters or any person controlling an Underwriter. Each of the Caesarstone Parties agrees that in any suit (whether in a court in the United States, China, Hong Kong 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 other Israeli currency, subject to Israeli foreign currency control regulations, the Company 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 such a judgment would violate the laws of Hong Kongthe State of Israel, and (iiiii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currencyNew Israeli Shekels linked, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country Israel or changes in the applicable currencyNew Israeli Shekel-United States dollar exchange rate, the Company Caesarstone Party will not interpose any 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 Hong Kongthe State of Israel. The Company Each Caesarstone Party agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong 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 the Company 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 the Company 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. (c) The Company . Each Caesarstone Party agrees that if any payment of any sum due under this Agreement from the Company Caesarstone Party is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company Caesarstone Party to the Underwriters or such controlling persons, the obligations of the Company Caesarstone Party shall not be discharged with respect to 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 other sums due under or 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. By: /s/ Yos Shiran Name: Yos Shiran Title: Chief Executive Officer By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer MIFALEI SDOT-YAM AGRICULTURAL COOPERATIVE SOCIETY LTD. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: General Manager By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Financial Director Accepted: As of the date first written above X.X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. X.X. XXXXXX SECURITIES LLC By: /s/Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Executive Director BARCLAYS CAPITAL INC. By: /s/Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President Underwriter Number of Shares X.X. Xxxxxx Securities LLC 2,570,145 Barclays Capital Inc. 1,349,326 Credit Suisse Securities (USA) LLC 445,791 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 405,262 UBS Securities LLC 364,738 Xxxxxx, Xxxxxxxx & Company, Incorporated 364,738 Total 5,500,000 Selling Shareholders: Number of Underwritten Shares: Number of Option Shares: Mifalei Sdot-Yam Agricultural Cooperative Society Ltd. 5,500,000 825,000 a. Pricing Disclosure Package

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Consent to Jurisdiction. (a) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 as its authorized agent upon whom process may be served in Venezuela agrees that any suit, action or proceeding or other action against it instituted by any Underwriter or by any person controlling an Underwriter as its properties, assets or revenues with respect to which such Underwriter or any such controlling person is this Agreement (a party and based upon this Agreement, or in any other action against the Company “Related Proceeding”) shall be brought exclusively in the Supreme Court of the State of New York Supreme CourtYork, 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 Venezuela that sit in Caracas, as the person bringing such Related Proceeding may elect in its sole discretion, provided that if none of 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 any of its properties, assets or revenues that are subject to the jurisdiction of any other court located in the countries listed above and is limited to the value of such properties, assets or revenues, such Related Proceeding may be brought in any such court (all such courts described in this sentence being called herein “Specified Courts”). Venezuela also agrees that any judgment obtained in any of the Specified Courts arising out of the offering made by the Prospectus any Related Proceeding may be enforced or executed in any Specified Court or any purchase or sale other court of Shares in connection therewith. Such designation competent jurisdiction whatsoever, 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 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 any judgment obtained in any such suitother 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”), proceeding by means of a suit on the judgment or in any other actionmanner 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 preceding sentence (a “Related Judgment”), of each Specified Court and each Other Court. The agreement made by Venezuela in this Section 18(a) with respect to jurisdiction is made solely with respect to Related Proceedings and the enforcement or execution of Related Judgments and under no circumstances shall it be interpreted as a general agreement by the Venezuela with respect to proceedings unrelated to this Agreement. (b) The Company Venezuela agrees that service of all writs, process and summonses in any suit (whether in a court Related Proceeding or any suit, action or proceeding to enforce or execute any Related Judgment brought against it in the United StatesState of New York may be made upon the Consul General of Bolivarian Republic of Venezuela or, Chinain his or her absence or incapacity, Hong Kong any official of the Consulate of Venezuela, presently located at 7 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as its authorized agent (the “New York Process Agent”), and service of all writs, process and summonses in any Related Proceeding or elsewhere) seeking enforcement any suit, action or proceeding to enforce or execute any Related Judgment brought against it in England may be made upon the person in charge of this Agreement or provisions consular affairs at the Embassy of this Agreement Bolivarian Republic of Venezuela, presently located at Oxx Xxxxxxxx Xxxx, London SW7 2HW, England (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency“London Process Agent” and, together with the New York Process Agent, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong“Process Agents”), and (ii) if the plaintiffs therein seek Venezuela irrevocably appoints each Process Agent as its agent to have accept such service of any judgment (or any aspect thereof) awarded in any other currencyand all such writs, for the period from entry of such judgment until actual payment thereof in full has been madeprocess and summonses, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company and agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than in the United States, seeking damages in respect failure 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 the Company 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 AgreementProcess Agents to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Venezuela agrees to maintain at all times an agent with offices in New York to act as its New York Process Agent, including without limitation any action, suit or proceeding challenging the enforceability and an agent with offices in London to act as its London Process Agent as aforesaid (each such agent to be appointed by a power of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company attorney granted before a Venezuelan notary public and Venezuela hereby agrees that if any payment each such power of any sum due under this Agreement from the Company is made to attorney shall provide that it may not be revoked unless an alternative agent for service of process with an office in New York or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 personsLondon, as the case may be, shall have been appointed and the Lead Managers shall have been given notice thereof). Nothing herein shall in accordance with normal bank proceduresany way be deemed to limit the ability to serve any such writs, are able process or summonses in any other manner permitted by applicable law. (c) Venezuela irrevocably consents to lawfully purchase with and waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in the Specified Courts or to the laying of venue of any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgment in the Specified Courts or Other Courts, and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such amount of suit, action or proceeding in any such other currency. court. (d) To the extent that the Underwriters Venezuela or such controlling persons are not able to purchase sufficient United States dollars with such amount any of such other currency to discharge the obligations of the Company to the Underwriters its revenues, assets or such controlling personsproperties shall be entitled, the obligations of the Company shall not be discharged with respect to any Related Proceeding at any time brought against Venezuela or any of its revenues, assets or properties, or with respect to any suit, action or proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in the Specified Courts or in any jurisdiction in which any Other Court is located, to any immunity from suit, from the jurisdiction of any such differencecourt, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to the extent that in any such undischarged amount will jurisdiction there shall be due as a separate obligation attributed such an immunity, Venezuela irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States) and consents generally for the purposes of the State Immunity Act of 1978 of the United Kingdom to the giving of any relief or the issue of any process in connection with any Related Proceeding or Related Judgment. In addition, to the extent that Venezuela or any of its revenues, assets or properties shall be entitled, in any jurisdiction, to any immunity from setoff, banker’s lien or any similar right or remedy, and to the extent that there shall be attributed, in any jurisdiction, such an immunity, Venezuela hereby irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction with respect to any claim, suit, action, proceeding, right or remedy arising out of or in connection with the Agreement. (e) The submission to jurisdiction and the waiver of immunity by Venezuela contained herein is for the exclusive benefit of you (and the persons entitled to indemnity referred to in Section 7 above) and shall not be affected by payment of or judgment being obtained for extend to any other sums due under persons. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among Venezuela and the Lead Managers. Very truly yours, BOLIVARIAN REPUBLIC OF VENEZUELA By: /s/ Txxxxx Xxxxxxx Xxxxxx Name: Txxxxx Xxxxxxx Xxxxxx Title: Minister of Finance of the Bolivarian Republic of Venezuela Accepted as of the date first set forth above: ABN AMRO INCORPORATED By: /s/ Jxxx XxXxxxxx Name: Jxxx XxXxxxxx Title: Manager Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Lxxx X. Xxxxx Name: Lxxx X. Xxxxx Title: Director Each Broker-Dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will 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 respect connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. Venezuela has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business on the date that is 180 days after the Expiration Date, it will make this AgreementProspectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” Each Broker-Dealer that receives Exchange Notes for its own account in exchange for Notes, where such Notes 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 Notes. See “Plan of Distribution.”

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (acurrently Xx. Xxxxxx X. Sada) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this AgreementAgreement which each of the parties hereto hereby agrees that, or in respect of any other action actions brought against the Company it as a defendant may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts in respect of any action arising out of or based upon this Agreement and irrevocably waives any objection which it may now or hereafter have to the offering laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Issuer shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which it might otherwise be entitled (including, to the extent applicable, sovereign immunity, immunity to prejudgment attachment, postjudgment attachment and execution) in any such suit, proceeding or other action. (b) The Company agrees that action in any suit (whether in a federal court in the United StatesThe City of New York, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than competent court in the United StatesMexico, 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 the Company 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 the Company hereunder subject to the jurisdiction of the courts or the designation of the laws as the law applicable to this Agreement, in each case as limitations set forth herein. (cin Section 9(i) The Company agrees that if any payment of any sum due under this Agreement from above. If the Company foregoing is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 proceduresyour understanding, are able please sign and return to lawfully purchase with us 4 counterparts hereof, and upon the acceptance hereof by you, this letter and such amount of such other currencyacceptance hereof shall constitute a binding agreement between the Purchasers and the Issuer. 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 Very truly yours, PETRÓLEOS MEXICANOS By: Name: Title: Signature page Exchange and Registration Rights Agreement Accepted as of the Company to the Underwriters or such controlling personsdate hereof: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: HSBC SECURITIES (USA) INC. By: Name: Title: XXXXXXX LYNCH, the obligations of the Company shall not be discharged with respect to such differencePIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: Signature page Exchange 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 other sums due under or in respect of this Agreement.Registration Rights Agreement Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000

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 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 (aother than CEMEX Corp. and CEMEX Finance LLC) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associateshave appointed CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 XX 00000, as its 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 other action against it 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, the Indenture or the Notes which may be instituted in any other action against the Company state or federal court in the New York Supreme Court, County City of New York and the United States District Court for the Southern District County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. 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 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 action. (b) The Company agrees that in any suit (whether in a court in the United States, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to To the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of Issuer and the currency of such foreign country Note Guarantors have or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose hereafter may acquire any defense immunity (sovereign or objection to or otherwise oppose inclusion of such linkage in otherwise) from any such judgment except to the extent that such a judgment would violate the laws of Hong Kong. The Company agrees that it will not initiate or seek to initiate 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 Hong Kong aid or in otherwise) with respect to itself or any other jurisdiction other than in of its property, the United States, seeking damages 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 for the purpose Notes. The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by Indenture which has in it the Company or other claim by the Underwriters, or any person controlling an Underwriter in respect text of this Agreement Note in larger type. Requests may be made to: To assign this Note, fill in the form below: I or any 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 Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging 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 enforceability of or seeking to invalidate in any respect the submission by the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to 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 other sums due under or in respect side of this AgreementNote. 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.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. The Issuer hereby appoints the Consul General of Mexico in New York City (acurrently Xx Xxxxx Xxxxx Pickering) By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 its successors as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suit, proceeding or other action against it instituted by any Underwriter Purchaser, or by any person persons controlling an Underwriter as to which such Underwriter Purchaser, arising out of or any such controlling person is a party and based upon this AgreementAgreement which each of the parties hereto hereby agrees that, or in respect of any other action actions brought against the Company it as a defendant may be instituted in the New York Supreme Court, County of New York and the United States U.S. District Court for the Southern District of New YorkYork and any appellate court or body thereto (collectively, the “Federal Courts”) referred to below. Each of the parties hereto irrevocably submits to the jurisdiction of the Federal Courts in respect of any action arising out of or based upon this Agreement and irrevocably waives any objection which it may now or hereafter have to the offering laying of venue of any such action in any such court, and each such party further waives any right to which it may be entitled on account of present or future residence or domicile. The appointment made by the Prospectus or any purchase or sale of Shares in connection therewith. Such designation and appointment Issuer shall be irrevocableirrevocable as long as any of the Securities remain outstanding, 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, Issuer’s Authorized Agent and such successor agent shall have accepted such appointment. The Issuer will take any and all action, 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, Xxx Xxxx, Xxx Xxxx 00000, and written notice thereof shall have been given of such service mailed or delivered to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor Issuer at the address set forth in Section 9(b) above shall be deemed deemed, in every respect personal respect, effective service of process upon the Company Issuer. The Issuer hereby waives irrevocably any immunity from jurisdiction to which 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 suit, proceeding or other action. (b) The Company agrees that action in any suit (whether in a federal court in the United StatesThe City of New York, China, Hong Kong or elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or other currency, the Company will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of Hong Kong, and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in any other currency, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price index of the currency of such foreign country or changes in the applicable currency-United States dollar exchange rate, the Company will not interpose any 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 Hong Kong. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Hong Kong or in any other jurisdiction other than competent court in Mexico, subject to certain restrictions pursuant to applicable law. If 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 the Company 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 the Company 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. (c) The Company agrees that if any payment of any sum due under this Agreement from the Company foregoing is made to or received by the Underwriters or any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise, the obligations of the Company 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 proceduresyour understanding, are able please sign and return to lawfully purchase with us three (3) counterparts hereof, and upon the acceptance hereof by you, this letter and such amount acceptance hereof shall constitute a binding agreement among the Purchasers and the Issuer. Very truly yours, PETRÓLEOS MEXICANOS By: /S/ XXXXXXXX XXXXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxxxx Xxxxxxxxx Title: Acting Associate Managing Director 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 Finance Accepted as of the Company to the Underwriters or such controlling persons, the obligations date hereof: X.X. XXXXXX SECURITIES LLC By: /S/ XXX XXXXX-KLARISH Name: Xxx Xxxxx-Klarish Title: Executive Director Accepted as of the Company shall not be discharged with respect to such differencedate 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, and any such undischarged amount will be due Trade Floor Oversight U.S. Accepted as a separate obligation and shall not be affected by payment of or judgment being obtained for any other sums due under or in respect of this Agreement.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 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