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

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements that may be instituted in any federal or state court in the State of New York, Borough of Manhattan or brought by the Trustee (whether in its individual capacity or in its capacity as 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 (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Third Supplemental Indenture, each of the Company and each of the Pledgors and the Subsidiary Guarantors Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this the Notes, the Indenture, the Securities First Supplemental Indenture, the Second Supplemental Indenture, or the Security Agreements this Third Supplemental Indenture, that may be instituted in any federal Federal or state State court in the State of New York, Borough of Manhattan Manhattan, or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to its Executive Director at its principal office as specified in Section 11.02 of the Company or the applicable Pledgor or Subsidiary GuarantorIndenture), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Each of the Company and each of the Pledgors and the Subsidiary Guarantors Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this the Indenture shall be in full force and effect. The ; provided that the Company may and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, shall (to the fullest extent they may legally effectively do soCT Corporation System ceases to be able to be served on the basis contemplated herein), any objection which they may now or hereafter have by written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 4.07 that (i) maintains an office located in the Borough of any suitManhattan, action or proceeding arising out The City of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court New York in the State of New York, (ii) are either (x) counsel for the 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 and (iii) agrees to act as agent for service of process in accordance with this Section 4.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. The Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and each of the Pledgors New Guarantor, if any, appointed and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding acting in any such court. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) accordance with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110this Section 4.07.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company may have or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreementsrespect of this Agreement, to the fullest extent permitted by law. 110If 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 the Company and the several Initial Purchasers. Very truly yours, CELULOSA ARAUCO Y CONSTITUCIÓN S.A., by /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: President & Chief Operating Officer by /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: X.X. XXXXXX SECURITIES LLC Acting on behalf of itself and the several Initial Purchasers By: /s/ Xxx Xxxxx-Klarish Name: Xxx Xxxxx-Klarish Title: Executive Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: SCOTIA CAPITAL (USA) INC. Acting on behalf of itself and the several Initial Purchasers By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. 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 connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business 180 days after the Expiration Date it will make this Prospectus available upon request to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available upon request to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , [90 days after the effectiveness of the registration statement] all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver 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. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover. ANNEX D Rider A ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureIXXX has agreed that any suit, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit action or proceeding arising out of or relating to this Indenture, based upon the Indenture or the Securities or the Security Agreements that may be instituted in any New York state or U.S. federal or state court in the State The City of New York, Borough of Manhattan or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System New York. IRSA has accepted such designation, (ii) submits irrevocably submitted to the jurisdiction of any such court in any courts for such suit or proceeding, purpose and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waivewaived, to the fullest extent they may legally effectively do sopermitted by law, trial by jury, any objection which they 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 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. IXXX has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 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 relating to this Indenture, based upon the Security Agreements Indenture or the Securities which may be instituted in any New York state or U.S. federal or state court in the State The City of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtNew York. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors that IRSA has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself it or its any of their property, it hereby IRSA has irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Securities. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Securities and the Security Agreements, to the extent serve process in any other manner permitted by law. 110IRSA 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 Security in larger type. Requests may be made to: IRSA Inversiones y Representaciones S.A. Cxxxxx X. Dxxxx Xxxxxxx 200, 0xx xxxxx, City Of Buenos Aires, Argentina Attn: Mxxxxx X. Xxxxxxxxxxx / Lxxxxxxx Xxxxxxxxx FORM OF TRANSFER [Include the following for Certificated Securities not bearing a Restrictive Legend] TRANSFER NOTICE FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) this Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Security on the books of IRSA with full power of substitution in the premises. Date:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureIXXX has agreed that any suit, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit action or proceeding arising out of or relating to this Indenture, based upon the Indenture or the Securities or the Security Agreements that may be instituted in any New York state or U.S. federal or state court in the State The City of New York, Borough of Manhattan or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System New York. IRSA has accepted such designation, (ii) submits irrevocably submitted to the jurisdiction of any such court in any courts for such suit or proceeding, purpose and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waivewaived, to the fullest extent they may legally effectively do sopermitted by law, trial by jury, any objection which they 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 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. IXXX has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 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 relating to this Indenture, based upon the Security Agreements Indenture or the Securities which may be instituted in any New York state or U.S. federal or state court in the State The City of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtNew York. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors that IRSA has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself it or its any of their property, it hereby IRSA has irrevocably waives waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Securities. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Securities and the Security Agreements, to the extent serve process in any other manner permitted by law. 110IRSA 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 Security in larger type. Requests may be made to: IRSA Inversiones y Representaciones S.A. Cxxxxx X. Dxxxx Xxxxxxx 200, 0xx xxxxx, City Of Buenos Aires, Argentina Attn: Mxxxxx X. Xxxxxxxxxxx / Lxxxxxxx Xxxxxxxxx SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is U.S.$☐. The following increases or decreases in this Global Security have been made: Date of Increase or Decrease Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Custodian Annex B FORM OF FACE OF GLOBAL SECURITY IRSA INVERSIONES Y REPRESENTACIONES S.A. [Rule 144A][Regulation S] Certificated Security INCLUDE FOLLOWING RESTRICTIVE LEGEND FOR A RULE 144A SECURITY (UNLESS SUCH LEGEND MAY BE REMOVED PURSUANT TO THE INDENTURE): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO IRSA INVERSIONES Y REPRESENTACIONES S.A. OR ITS SUBSIDIARIES (II) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (III) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.] [INCLUDE FOLLOWING RESTRICTIVE LEGEND FOR A REGULATION S SECURITY (UNLESS SUCH LEGEND MAY BE REMOVED PURSUANT TO THE INDENTURE): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY AFTER FORTY (40) DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY.] [INCLUDE THE FOLLOWING LEGEND FOR A SECURITY THAT IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES: THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS SECURITY (1) THE ISSUE PRICE AND ISSUE DATE OF THE SECURITY, (2) THE AMOUNT OF OID ON THE SECURITY, AND (3) THE ORIGINAL YIELD TO MATURITY OF THE SECURITY. SUCH REQUEST SHOULD BE SENT TO THE ISSUER AT CXXXXX X. DXXXX XXXXXXX 261, 9TH FLOOR, CITY OF BUENOS AIRES, ARGENTINA, ATTN: MXXXXX X. XXXXXXXXXXX / LXXXXXXX XXXXXXXXX.] IRSA INVERSIONES Y REPRESENTACIONES S.A.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal Federal or state court in the Borough of Manhattan, City of New York, State of New York, Borough of Manhattan or brought by under the Trustee (whether in its individual capacity United States Federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges acknowledge that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, proceeding and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, in accordance with Section 12 shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Class A Ordinary Shares shall be in full force and effect. The outstanding; PROVIDED, HOWEVER, that the Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waivemay, by written notice to the fullest extent they may legally effectively do soU.S. Representative, any objection which they may now designate such additional or hereafter have to alternative agent for service of process under this Section 15 that (i) maintains an office located in the laying Borough of venue Manhattan, City of any suitNew York, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, York and (ii) is either (x) counsel for the 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 agent for process and the address of the office of such agent for service of process in the Borough of Manhattan. The Company and each , City of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waivesNew York, to the fullest extent permitted by law, the defense State of an inconvenient forum to the maintenance of such action or proceeding in any such courtNew York. To the extent either that the Company or any of its respective properties, assets or revenues may or may hereafter become entitled to, or have attributed to the Pledgors Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the Subsidiary Guarantors has giving of any relief in any such legal action, suit or hereafter may acquire any immunity proceeding, from setoff or counterclaim, from the jurisdiction of any court New York or U.S. Federal court, from any legal process (whether through service of noticeprocess, from attachment upon or prior to judgment, from attachment in aid of executionexecution of judgment, or from execution of judgment, or otherwise) other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to itself the obligations and liabilities of the Company, or its propertyany other matter under or arising out of or in connection with this Agreement or the International Purchase Agreement, it the Company hereby irrevocably and unconditionally waives such immunity in Securities right, and the Security Agreementsagrees not to plead or claim any such immunity, and consent to the extent permitted by law. 110such relief or enforcement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System (and any successor entity)System, 111 8th Avenue, 13th Floor, New York, New York 10011 as its authorized agent upon which process may be served in any suit authorizex xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any United States federal or New York state court in the State Borough of Manhattan, The City of New York, Borough of Manhattan York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in the applicable Pledgor or Subsidiary Guarantorfirst paragraph of this Indenture and in the manner specified in Section 1.05 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effectOutstanding. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent they may legally effectively do sopermitted by law, any objection which they that it may now or hereafter have to the laying of venue of any suitsuch action, action suit or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal such court or state any appellate court in the State of New York, Borough of Manhattan. The Company with respect thereto and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action action, suit or proceeding in any such court. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, each of the Company and each of the Pledgors Selling Shareholders (the “Caesarstone Parties”) hereby irrevocably designates and the Subsidiary Guarantors (i) acknowledges that it hasappoints Caesarstone USA, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), Inc. as its authorized agent upon which whom process may be served in any suit 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 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 Underwriters shall have been appointed by the Caesarstone Parties, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. Each Caesarstone Party further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon that Caesarstone Party in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. Each Caesarstone Party hereby irrevocably waives any objection that it may 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 this Indenturethe offering, issuance and sale of the Securities or the Security Agreements that may be instituted Shares in any federal Federal or state court sitting in the State County of New York, Borough of Manhattan York and hereby further irrevocably waives any claim that any such action or brought by the Trustee (whether proceeding in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of 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 proceeding, and (iii) agrees that service 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 upon CT Corporation System and written or notice of said service to the Company motion or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, other application in any such suit other manner permitted by law or proceeding. The Company and each limit or affect the right of the Pledgors and Underwriters or any person controlling an Underwriter to bring any action or proceeding against the Subsidiary Guarantors Caesarstone Parties or any of them or any of their property in the courts of any other jurisdiction. Each Caesarstone Party further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System in full force appointments or such substitute designations and effect so long as this Indenture shall be appointments in full force and effect. The Company and each Each Caesarstone Party hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and New York Supreme Court, County of New York or the Subsidiary Guarantors hereby irrevocably and unconditionally waiveUnited 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, to the fullest extent they may legally effectively do soUnderwriters or any person controlling an Underwriter. Each of the Caesarstone Parties agrees that in any suit (whether in a court in the United States, any objection which they may now Israel or hereafter have to elsewhere) seeking enforcement of this Agreement or provisions of this Agreement (i) no defense (other than a procedural defense) given or allowed by the laying of venue laws of any other state or country shall be interposed by such Caesarstone Party in any such suit, action or proceeding arising out unless such defense is also given or allowed by the laws of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each York or of the Pledgors United States, (ii) if the plaintiffs therein seek a judgment in either United States dollars or Israeli currency, subject to Israeli foreign currency control regulations, the Caesarstone Party will not interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of the State of Israel, and (iii) if the Subsidiary Guarantors hereto hereby irrevocably waivesplaintiffs therein seek to have any judgment (or any aspect thereof) awarded in New Israeli Shekels linked, for the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the fullest extent permitted by lawconsumer price index of Israel or changes in the New Israeli Shekel-United States dollar exchange rate, the Caesarstone Party will not interpose any defense of an inconvenient forum or objection to the maintenance or otherwise oppose inclusion of such action or proceeding linkage in any such courtjudgment except to the extent that such a judgment would violate the laws of the State of Israel. Each Caesarstone Party agrees that it will not initiate or seek to initiate any action, suit or proceeding, in Israel or in any other jurisdiction other than in the United States, seeking damages in respect of or for the purpose of obtaining any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by a Caesarstone Party or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any of the Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the submission by a Caesarstone Party hereunder to the jurisdiction of the courts or the designation of the laws as the law applicable to this Agreement, in each case as set forth herein. Each Caesarstone Party agrees that if any payment of any sum due under this Agreement from the 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 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 either that the Company Underwriters or any 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 Pledgors Caesarstone Party to the Underwriters or such controlling persons, the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction obligations of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) the Caesarstone Party shall not be discharged with respect to itself such difference, and any such undischarged amount will be due as a separate obligation and shall not be affected by payment of or judgment being obtained for any 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 [Signature page to Caesarstone Sdot-Yam Ltd. Underwriting Agreement] MIFALEI SDOT-YAM AGRICULTURAL COOPERATIVE SOCIETY LTD. By: /s/ Axxx Xxxxx Name: Axxx Xxxxx Title: Chairman [Signature page to Caesarstone Sdot-Yam Ltd. Underwriting Agreement] TENE INVESTMENTS IN QUARTZ SURFACES L.P. By: Tene Management Investments in Kibbutzim Ltd., its propertygeneral 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., it hereby irrevocably waives such immunity its general partner By: /s/ Axxxx Xxxxxxxx Name: Axxxx Xxxxxxxx Title: Senior Managing Partner [Signature page to Caesarstone Sdot-Yam Ltd. Underwriting Agreement] 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 [Signature page to Caesarstone Sdot-Yam Ltd. Underwriting Agreement] Schedule 1 Underwriter Number of Shares J.X. Xxxxxx Securities and the Security AgreementsLLC 3,265,500 Barclays Capital Inc. 2,254,750 Credit Suisse Securities (USA) LLC 933,000 Sxxxxx, to the extent permitted by law. 110Xxxxxxxx & Company, Incorporated 855,250 Rxxxxx X. Xxxxx & Co. Incorporated 466,500 Total 7,775,000 Schedule 2 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 Annex A-1 Form of Opinion of White & Case LLP Form of 10b-5 Statement of White & Case LLP Xxxxx X-0 Form of Opinion of Gross, Kleinhendler, Hodak, Halevy, Gxxxxxxxx & Co. Form of 10b-5 Statement of Gross, Kleinhendler, Hodak, Halevy, Gxxxxxxxx & Co. Xxxxx X-0 Form of Opinion of Mxxxxx, Pxxxxx & Gxxxxxx LLP Xxxxx X-0 Form of Opinion of K&L Gates Xxxxx X-0 Form of Opinion of General Counsel Xxxxx X-0 Form of Opinion of Amar Rxxxxx Xxxxxx Shochatovitch & Co. Form of Opinion of Gornitzky & Co. Annex B

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this First Supplemental Indenture, each of the Successor Company and each of the Pledgors and the Subsidiary Guarantors Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Indenturethe Notes, the Securities Indenture or the Security Agreements First Supplemental Indenture that may be instituted in any federal Federal or state State court in the State of New York, Borough of Manhattan Manhattan, or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company it (mailed or delivered to its Executive Director at its principal office as specified in Section 11.02 or the applicable Pledgor or Subsidiary GuarantorIndenture), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Successor Company and each of the Pledgors and the Subsidiary Guarantors Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation System Corporation, in full force and effect so long as this the Indenture shall be in full force and effect. The ; PROVIDED that the Successor Company may and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, shall (to the fullest extent they may legally effectively do soCT Corporation ceases to be able to be served on the basis contemplated herein), any objection which they may now or hereafter have by written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 2.08 that (i) maintains an office located in the Borough of any suitManhattan, action or proceeding arising out The City of or relating to this IndentureNew York, the Security Agreements or the Securities in any federal or state court in the State of New York, (ii) are either (x) counsel for the Successor 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 and (iii) agrees to act as agent for service or process in accordance with this Section 2.08. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. The Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Successor Company and each of the Pledgors any Guarantors, if any, appointed and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding acting in any such courtaccordance with this Section 2.08. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110SIGNATURES

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Company hereby irrevocably designates and appoints Objet Geometries Inc. as the execution and delivery authorized agent of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which whom process may be served in any suit suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Offered 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 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 further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding 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 Offered Shares, or this Agreement or otherwise relating to this Indenturethe offering, issuance and sale of the Securities or the Security Agreements that may be instituted Offered Shares in any federal Federal or state court sitting in the State County of New York, Borough of Manhattan York and hereby further irrevocably waives any claim that any such action or brought by the Trustee (whether proceeding in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of 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 Offered Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and (iii) agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon CT Corporation System and written or notice of said service 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 applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service courts of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceedingother jurisdiction. The Company and each of the Pledgors and the Subsidiary Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System in full force appointments or such substitute designations and effect so long as this Indenture shall be appointments in full force and effect. The Company and each hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying courts of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough or the Federal courts sitting in the County of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such New York in connection with any action or proceeding in any such court. To arising from the extent either sale of the Offered Shares or this Agreement brought by the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110Underwriters.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors Corporation (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System (and any successor entity)System, 111 8th Avenue, 13th Floor, New York, New York as its authorized agent upon which process may be served in any suit xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or state court in the State City of New York, Borough of Manhattan York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon on CT Corporation System and written notice of said service to the Company Corporation (mailed or delivered to the applicable Pledgor or Subsidiary GuarantorCorporation, attention: Executive Vice-President and General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 1.5 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, Corporation in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors Corporation further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors Corporation 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Corporation hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110The Corporation hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System System, 111 Eighth Avenue, 13th Floor, New York, New York 10011 (and any successor entity), as its authorized agent upon which process may be "CT CORPORATIXX") xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or New York state court located in the State Borough of Manhattan in the City of New York, Borough of Manhattan New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company (mailed or delivered to the applicable Pledgor or Subsidiary GuarantorCompany, Attention: Chief Financial Officer, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 105 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company and each of the Pledgors and the Subsidiary Guarantors Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes or this Indenture, the Securities or the Security Agreements Indenture that may be instituted in any federal United States Federal or state State court in the State of New York, Borough of Manhattan Manhattan, or brought under United States Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as 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 suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company it (mailed or the applicable Pledgor or Subsidiary Guarantordelivered to its Executive Director at its principal office as specified in Section 11.02 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this Indenture shall be in full force and effect; PROVIDED that the Company may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State -91- of New York, (ii) is either (x) counsel for the 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 and (iii) agrees to act as agent for service of process in accordance with this Section 11.09. The Company and each Such notice shall identify the name of the Pledgors such agent for process and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying address of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, Borough the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of Manhattan. The process for the Company and each of the Pledgors any Guarantors, if any, appointed and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding acting in any such courtaccordance with this Section 11.09. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and such Guarantor hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Second Supplemental Indenture, the Company and each of the Pledgors Company, the New Guaranteeing Subsidiary and the Subsidiary Guarantors each Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this the Notes, the Indenture, the Securities First Supplemental Indenture or the Security Agreements this Second Supplemental Indenture that may be instituted in any federal Federal or state State court in the State of New York, Borough of Manhattan Manhattan, or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to its Executive Director at its principal office as specified in Section 11.02 of the Company or the applicable Pledgor or Subsidiary GuarantorIndenture), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation System Corporation, in full force and effect so long as this the Indenture shall be in full force and effect. The ; PROVIDED that the Company may and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, shall (to the fullest extent they may legally effectively do soCT Corporation ceases to be able to be served on the basis contemplated herein), any objection which they may now or hereafter have by written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 2.08 that (i) maintains an office located in the Borough of any suitManhattan, action or proceeding arising out The City of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court New York in the State of New York, (ii) are either (x) counsel for the 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 and (iii) agrees to act as agent for service or process in accordance with this Section 2.08. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. The Upon the request of any Holder, the Trustee shall delivery such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and each of the Pledgors any Guarantors, if any appointed and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding acting in any such courtaccordance with this Section 2.08. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110SIGNATURES

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company hereby designates and each appoints Mellanox Technologies, Inc. as the authorized agent of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent Company upon which whom process may be served in any suit suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Shares in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor 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 this Indenturethe offering, issuance and sale of the Securities or the Security Agreements that may be instituted Shares in any federal Federal or state court sitting in the State County of New York, Borough of Manhattan York and hereby further irrevocably waives any claim that any such action or brought by the Trustee (whether proceeding in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of 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 proceeding, and (iii) agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon CT Corporation System and written or notice of said service 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 applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service courts of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceedingother jurisdiction. The Company and each of the Pledgors and the Subsidiary Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System in full force appointments or such substitute designations and effect so long as this Indenture shall be appointments in full force and effect. The Company and each hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying courts of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough or the Federal courts sitting in the County of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such New York in connection with any action or proceeding in any such court. To arising from the extent either sale of the Shares or this Agreement brought by the Company or any the Underwriters. 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, Mellanox Technologies, Ltd. By Name: Exxx Xxxxxxx Title: Chief Executive Officer Accepted: February 7, 2007 J.X. XXXXXX SECURITIES INC. AND CREDIT SUISSE SECURITIES (USA) LLC For themselves and on behalf of the Pledgors or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction several Underwriters listed in Schedule 1 hereto. J.X. XXXXXX SECURITIES INC. By Name: Mxxxxxx Xxxxxxx Title: Managing Director, Head of any court or from any legal process TMT ECM CREDIT SUISSE SECURITIES (whether through service USA) LLC By Name: Exxxxx X. Xxxxx, Xx. Title: Managing Director, Technology Investment Banking SCHEDULE 1 Name of noticeUnderwriter Number of Shares Credit Suisse Securities (USA) LLC J.X. Xxxxxx Securities Inc. Txxxxx Wxxxxx Partners LLC Jxxxxxxxx & Company, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110Inc. Total:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors Issuer (i) acknowledges that it such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation System Corporation, 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this IndentureAgreement, the Securities or the Security Agreements Exchange Securities that may be instituted in any federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under Federal or in its capacity as Trustee hereunder)state securities laws, 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 (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, such Issuer in accordance with Section 11 hereof shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors Each Issuer further agree agrees to take any and all reasonable 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveoutstanding; provided, however, that such Issuer may, by written notice to the fullest extent they may legally effectively do soInitial Purchaser, any objection which they may now designate such additional or hereafter have to alternative agent for service of process under this Section 18 that (i) maintains an office located in the laying Xxxxxxx xx Xxxxxxxxx, Xxxx of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court New York in the State of New York, 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. The Company and each , City of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waivesNew York, to the fullest extent permitted by law, the defense State of an inconvenient forum to the maintenance of such action or proceeding in any such courtNew York. To the extent either the Company or that any of the Pledgors or the Subsidiary Guarantors Issuer 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Security AgreementsExchange 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, action or proceeding, any claim that it is not personally subject to the extent permitted 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 Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuers and the Initial Purchaser 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. 110Nothing 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 other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors Company, Staples the Office Superstore East, Inc. and the Subsidiary Guarantors Staples Contract and Commercial, Inc. (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its NY12534: 53599.4 authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenturethe Securities, the Securities Subsidiary Guarantees or the Security Agreements this Indenture that may be instituted in any federal Federal or state State court in the State Borough of Manhattan, The City of New York, Borough of Manhattan York or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee 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 proceedingproceeding 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 claim of inconvenient forum, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the such Subsidiary Guarantors Guarantor further agree 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 this Indenture shall be in full force and effecteffect and for the continuous period from the date hereof through and including the date which is 550 calendar days after the date upon which the last of the Securities shall be outstanding. The Company Trustee agrees to mail or deliver a copy of any service referred to in (iii) above to the Chairman and each Chief Executive Officer of the Pledgors and Company at its principal office at the Subsidiary Guarantors hereby irrevocably and unconditionally waive, address set out on page 1 of this Indenture or at any other address previously notified in writing to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtTrustee. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 before judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities respect of its respective obligations under this Indenture and the Security Agreements, Securities to the fullest extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company hereby designates and each appoints Camtek USA, 000 Xxxxxxxxxx Xxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 as the authorized agent of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it hasCompany, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which whom process may be served in any suit suit, proceeding or proceeding arising out of other action against the Company instituted by any Underwriter or relating by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this IndentureAgreement, the Securities or the Security Agreements that may be instituted in any federal other action against the Company in any Federal or state court sitting in the State County of New York, Borough arising out of Manhattan or brought the offering made by the Trustee (whether Prospectus or any purchase or sale of securities in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit suit, proceeding or proceedingother 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 (iii) appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company such successor shall have accepted such appointment and written notice thereof shall have been given to the Representatives. The Company further agrees that service of process upon CT Corporation System its authorized agent or successor (and written notice of said service to the Company mailed by certified mail or the applicable Pledgor sent by telex or Subsidiary Guarantordelivered, as provided in Section 12 hereof) shall be deemed in every respect effective personal service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit suit, proceeding or proceedingother 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 each sale of the Pledgors 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 Subsidiary Guarantors 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 subject to the limitations on enforcement in Section 4(ii) hereof, may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Underwriters to bring any action or proceeding against the Company or any of its property in the courts of any other jurisdiction. The Company further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System appointments or such substitute designations and appointments in full force and effect so long as this Indenture shall be in full force and effectfor a period of six years from the date hereof. The Company and each hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying courts of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough or the Federal courts sitting in the County of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such New York in connection with any action or proceeding in any such courtarising from the sale of the Shares or this Agreement brought by the Company or the Underwriters. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) ), with respect to itself or its property, it hereby irrevocably waives such immunity in Securities 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 the Security Agreements, waivers contained herein are intended only for the parties hereto and shall not be construed to the extent permitted by law. 110give any third parties any rights.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Fifth Supplemental Indenture, each of the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this the Notes, the Indenture, the Securities First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, Fourth Supplemental Indenture or the Security Agreements this Fifth Supplemental Indenture that may be instituted in any federal Federal or state State court in the State of New York, Borough of Manhattan Manhattan, or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to its Executive Director at its principal office as specified in Section 11.02 of the Company or the applicable Pledgor or Subsidiary GuarantorIndenture), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this the Indenture shall be in full force and effect. The ; PROVIDED that the Company may and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, shall (to the fullest extent they may legally effectively do soCT Corporation System ceases to be able to be served on the basis contemplated herein), any objection which they may now or hereafter have by written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 3.08 that (i) maintains an office located in the Borough of any suitManhattan, action or proceeding arising out The City of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court New York in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent (ii) are either (x) counsel for the Company or any of the Pledgors or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through y) a corporate service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110company which

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System Cambridge (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal Federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under Federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System Cambridge has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System Cambridge and written notice of said service to the Company or Company, as the applicable Pledgor or Subsidiary Guarantorcase may be, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 Cambridge in full force and effect so long as this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreementsrespect of this Agreement, to the fullest extent permitted by law. 110If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, NAVIGATOR GAS TRANSPORT PLC By: ------------------------------- Name: Xxxxxxx Xxxxxx Title: Director NAVIGATOR GAS (IOM I-A) LIMITED By: ------------------------------- Name: Xxxxxxx Xxxxxx Title: Director NAVIGATOR GAS (IOM I-B) LIMITED By: ------------------------------- Name: Xxxxxxx Xxxxxx Title: Director NAVIGATOR GAS (IOM I-C) LIMITED By: /s/ Xxxxxxx Xxxxxx ------------------------------- Name: Xxxxxxx Xxxxxx Title: Director NAVIGATOR GAS (IOM I-D) LIMITED By: /s/ Xxxxxxx Xxxxxx ------------------------------- Name: Xxxxxxx Xxxxxx Title: Director NAVIGATOR GAS (IOM I-E) LIMITED By: /s/ Xxxxxxx Xxxxxx ------------------------------- Name: Xxxxxxx Xxxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION CAMBRIDGE PARTNERS, L.L.C. By: Credit Suisse First Boston Corporation By: /s/ Xxxxxxx X. Xxxxx ------------------------------- Name: Xxxxxxx X. Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to a Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 connection with resales of Exchange Securities 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. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for 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 Securities. See Annex C, "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 199 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to a Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver 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. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incidental to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. -------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer Prospectus. / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ___________________________________________ Address: ___________________________________________ ___________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution Issuer and delivery of this Indenture, the Company and each hereby submits to the non-exclusive jurisdiction of the Pledgors Federal and state courts in the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Indenture, the Securities Agreement or the Security Agreements that may be instituted transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any federal or Federal and state court courts in the State of New York, Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or brought by the Trustee (whether claim in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System such agent, and written notice of said service to the Company Issuer or the applicable Pledgor or Subsidiary GuarantorCompany, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Company Issuer or such Pledgor or Subsidiary Guarantorthe Company, as the case may be, in any such suit or proceeding. The Company and each Each of the Pledgors Issuer and the Subsidiary Guarantors Company further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of CT Corporation System such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ X X Xx Xxxxx Name: X X Xx Xxxxx Title: Member of the Board of Directors by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so long 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 this Indenture shall it may be amended or supplemented from time to time, may be used by a broker-dealer in full force and effectconnection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and each has agreed that, for a period of [•] days after the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveExpiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the fullest extent they Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may legally effectively do sobe amended or supplemented from time to time, any objection which they may now be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattanother trading activities. The Company has agreed that, for a period of [•] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and each any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Pledgors Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Subsidiary Guarantors hereto hereby irrevocably waivesSecurities Act. The Letter of Transmittal states that, by acknowledging that it will deliver 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. For a period of [•] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the fullest extent permitted by law, Exchange Offer (including the defense expenses of an inconvenient forum to one counsel for the maintenance of such action or proceeding in any such court. To the extent either the Company or any Holders of the Pledgors Securities) other than commissions or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction concessions of any court brokers or from dealers and will indemnify the Holders of the Securities (including any legal process (whether through service of noticebroker-dealers) against certain liabilities, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in including liabilities under the Securities and the Security Agreements, to the extent permitted by law. 110Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company and each of the Pledgors and the Subsidiary Guarantors Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes or this Indenture, the Securities or the Security Agreements Indenture that may be instituted in any federal Federal or state State court in the State of New York, Borough of Manhattan Manhattan, or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company it (mailed or the applicable Pledgor or Subsidiary Guarantordelivered to its Executive Director at its principal office as specified in Section 11.02 hereof), shall be -85- deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation System System, in full force and effect so long as this Indenture shall be in full force and effect. The ; PROVIDED that the Company may and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, shall (to the fullest extent they may legally effectively do soCT Corporation System ceases to be able to be served on the basis contemplated herein), any objection which they may now or hereafter have by written notice to the laying Trustee, designate such additional or alternative agent for service of venue process under this Section 11.09 that (i) maintains an office located in the Borough of any suitManhattan, action or proceeding arising out The City of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court New York in the State of New York, (ii) is either (x) counsel for the 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 and (iii) agrees to act as agent for service of process in accordance with this Section 11.09. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. The Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and each of the Pledgors any Guarantors, if any, appointed and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding acting in any such courtaccordance with this Section 11.09. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company and such Guarantor hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors Corporation (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System (and any successor entity)System, 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or state court in the State City of New York, Borough of Manhattan York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon on CT Corporation System System, in any manner permitted by applicable law, and written notice of said service to the Company Corporation (mailed or delivered to the applicable Pledgor or Subsidiary GuarantorCorporation, attention: Executive Vice-President and General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 1.5 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, Corporation in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors Corporation further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors Corporation 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Corporation hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110The Corporation hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the City of New York, State of New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors Issuer (i) acknowledges that it haswill, by separate written instrument, irrevocably designated designate and appointed CT Corporation System appoint Nexen Petroleum U.S.A. Inc., 12790 Merit Drive, Suite 800, LB 94, Dallas, Texas 75251 (and any successor entity), as its authorized agent upon which process sucxxxxxx xxxxxx) xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxs may be served in any suit or proceeding arising out of or relating to this Indenture, Indenture or the Securities or the Security Agreements that may be instituted in any federal Federal or state court in the State of New York, the City of New York, the Borough of Manhattan Manhattan, or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System has accepted Nexen Petroleum U.S.A. Inc. will accept such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System Nexen Petroleum U.S.A. Inc. and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, Issuer in accordance with Section 1.05 shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, Issuer in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors Issuer 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and respect of its obligations under the Security Agreementsabove-referenced documents, to the extent permitted by law. 110By the execution and delivery of this Indenture, the Trustee (i) acknowledges that it will, by separate written instrument, designate and appoint Deutsche Bank AG, Toronto Branch, 22 Bay Street, Suite 1100, Toronto, Ontario, Canada M5K 1E7 (and any xxxxxxxxx xxxxxx) xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxs may be served in any suit or proceeding arising out of or relating to this Indenture or the Securities that may be instituted in any provincial court in the Province of Ontario, or brought under Canadian federal or Canadian provincial securities laws, and acknowledges that Deutsche Bank AG will accept such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon Deutsche Bank AG and written notice of said service to the Trustee in accordance with Section 1.05 shall be deemed in every respect effective service of process upon the Trustee in any such suit or proceeding.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, for the Company purposes of this Agreement and for no other purposes, each of the Pledgors and the Subsidiary Guarantors Issuer (i) acknowledges that it such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation Corporation, System (“CT”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, Agreement the Securities or the Security Agreements Exchange Securities that may be instituted in any federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under Federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice notices of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, such Issuer in accordance with Section 10 hereof shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and As expressly contemplated by the preceding sentence, each of the Pledgors and the Subsidiary Guarantors Issuer further agree agrees to take any and reasonable 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveoutstanding; provided, however, that such Issuer may, by written notice to the fullest extent they may legally effectively do soRepresentatives, any objection which they may now designate such additional or hereafter have to alternative agent for service of process under this Section 17 that (i) maintains an office located in the laying Borough of venue Manhattan, City of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court New York in the State of New York, York and (ii) is a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan. The Company and each , City of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waivesNew York, to the fullest extent permitted by law, the defense State of an inconvenient forum to the maintenance of such action or proceeding in any such courtNew York. To the extent either the Company or that any of the Pledgors or the Subsidiary Guarantors Issuer 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Security AgreementsExchange Securities for the purposes of this Section 17. In addition, for such purposes, each Issuer 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 extent permitted 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 Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. For the purposes of Section 18, the Issuers and the Initial Purchasers 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. 110Nothing in this Section 17 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 other jurisdictions.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity)System, as its authorized 1633 Broadway, New York, New Yxxx 00000, xx xxx xxxxxxxxxx xxxxxxxxxx agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or state court in the State of New York, Borough of Manhattan Manhattan, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and 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 (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company it (mailed or the applicable Pledgor or Subsidiary Guarantordelivered to its Secretary at its principal office in Kansas City, Missouri as specified in Section 106(b) and Section 106(c) hereof, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System (and any successor entity)System, 111 8th Avenue, 13th Floor, New York, New York 10011 as its authorized agent upon which process may be served in any suit authorizxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or New York state court located in the State The Borough of Manhattan, The City of New York, Borough of Manhattan or brought by the Trustee Trustees (whether in its their individual capacity or in its their capacity as Trustee Trustees hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company (mailed or delivered to the applicable Pledgor or Subsidiary GuarantorCompany, shall be deemed in every respect attention: Vice President, Corporate & Legal Affairs, at its principal office at 2505 Meadowvale Boulevard, Mississauga, Ontario, Canada L5N 5S2, as sxxxxxxxx xx Xxxxxxx 0.00 xxxxxx), xxxxx xx xxxxxx xx xxxxx xespect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110The Company 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 such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and or any successor entitysuccessor) (together with any successor, the "Agent for Service"), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities Agreement or the Security Agreements Securities, that may be instituted in any federal or New York state court in the State Borough of Manhattan in The City of New York, Borough of Manhattan or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System the Agent for Service and written notice of said service to the Company (mailed or the applicable Pledgor or Subsidiary Guarantordelivered to its Corporate Secretary at its principal office in Xxxxxxx, Xxxxxxx, Xxxxxx), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 the Agent for Service in full force and effect so long as this Indenture any of the Securities shall be in full force and effectoutstanding. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent they may legally effectively do sopermitted by law, any objection which they that it may now or hereafter have to the laying of venue of any suitof the aforesaid actions, action suits or proceeding proceedings arising out of or relating to in connection with this Indenture, Agreement brought in the Security Agreements United States federal courts located in The City of New York or the Securities in any federal or state court in courts of the State of New York, Borough of Manhattan. The Company York and each of the Pledgors hereby further irrevocably and the Subsidiary Guarantors hereto hereby irrevocably waivesunconditionally, to the fullest extent permitted by law, the defense of an inconvenient forum waives and agrees not to the maintenance of such action plead or proceeding claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and respect of its obligations under the Security Agreementsabove-referenced documents, to the extent permitted by law; provided, however, that nothing in this paragraph shall require the Company to attorn to the jurisdiction of any court, other than any United States federal or state court located in the Borough of Manhattan, The City of New York, as provided above. 110The provisions of this Section shall survive any termination of this Agreement, in whole or in part.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution Issuer and delivery of this Indenture, the Company and each hereby submits to the non-exclusive jurisdiction of the Pledgors Federal and state courts in the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Indenture, the Securities Agreement or the Security Agreements that may be instituted transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any federal or Federal and state court courts in the State of New York, Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or brought by the Trustee (whether claim in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System such agent, and written notice of said service to the Company Issuer or the applicable Pledgor or Subsidiary GuarantorCompany, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Company Issuer or such Pledgor or Subsidiary Guarantorthe Company, as the case may be, in any such suit or proceeding. The Company and each Each of the Pledgors Issuer and the Subsidiary Guarantors Company further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of CT Corporation System such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ M A Hoyow Name: M A Hoyow Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Person by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so long 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 this Indenture shall it may be amended or supplemented from time to time, may be used by a broker-dealer in full force and effectconnection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and each has agreed that, for a period of [·] days after the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveExpiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the fullest extent they Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may legally effectively do sobe amended or supplemented from time to time, any objection which they may now be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattanother trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and each any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Pledgors Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Subsidiary Guarantors hereto hereby irrevocably waivesSecurities Act. The Letter of Transmittal states that, by acknowledging that it will deliver 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. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the fullest extent permitted by law, Exchange Offer (including the defense expenses of an inconvenient forum to one counsel for the maintenance of such action or proceeding in any such court. To the extent either the Company or any Holders of the Pledgors Securities) other than commissions or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction concessions of any court brokers or from dealers and will indemnify the Holders of the Securities (including any legal process (whether through service of noticebroker-dealers) against certain liabilities, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in including liabilities under the Securities and the Security Agreements, to the extent permitted by law. 110Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System System, 111 8th Avenue, 13th Floor, New York, New York, 10011 (and any successor entity), as its authorized agent upon which process may "CX XXXXXXXXXXX") xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxy be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or New York state court located in the State of New York, Borough of Manhattan New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company (mailed or delivered to the applicable Pledgor or Subsidiary GuarantorCompany, Attention: General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 105 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Company hereby irrevocably designates and appoints SodaStream USA, Inc. as the execution and delivery authorized agent of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which whom process may be served in any suit suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Offered Shares in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor 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 Offered Shares, or this Agreement or otherwise relating to this Indenturethe offering, issuance and sale of the Securities or the Security Agreements that may be instituted Offered Shares in any federal Federal or state court sitting in the State County of New York, Borough of Manhattan York and hereby further irrevocably waives any claim that any such action or brought by the Trustee (whether proceeding in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of 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 Offered Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and (iii) agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon CT Corporation System and written or notice of said service 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 applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service courts of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceedingother jurisdiction. The Company and each of the Pledgors and the Subsidiary Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System in full force appointments or such substitute designations and effect so long as this Indenture shall be appointments in full force and effect. The Company and each hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying courts of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough or the Federal courts sitting in the County of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such New York in connection with any action or proceeding in any such court. To arising from the extent either sale of the Offered Shares or this Agreement brought by the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110Underwriters.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity)System, as 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or state court in the State of New York, Borough of Manhattan Manhattan, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and 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 (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company it (mailed or the applicable Pledgor or Subsidiary Guarantordelivered to its Secretary at its principal office in Knoxville, Tennessee as specified in Section 106(b) hereof, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110SECTION 116. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting any of the Securities waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company and each of the Pledgors and the Subsidiary Guarantors Guarantor (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System System, 111 8th Avenue, 13th Floor, New York, New York, 10011 (and any successor entity), as its authorized agent upon which process may be "CT CORPORATION") xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or New York state court located in the State of New York, Borough of Manhattan New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the Guarantor, as applicable Pledgor (mailed or Subsidiary delivered to the Company or the Guarantor, as applicable, Attention: General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 105 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary the Guarantor, as the case may beapplicable, in any such suit or proceeding. The Each of the Company and each of the Pledgors and the Subsidiary Guarantors Guarantor further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it each of the Company and the Guarantor hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110Each of the Company and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal Federal or state State court in the State Borough of Manhattan, The City of New York, Borough of Manhattan York or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee 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 proceedingproceeding 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 claim of inconvenient forum, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture shall be in full force and effecteffect and for the continuous period from the date hereof through and including the date which is 550 calendar days after the date upon which the last of the Securities shall be outstanding. The Company Trustee agrees to mail or deliver a copy of any service referred to in (iii) above to the Chairman and each Chief Executive Officer of the Pledgors and Company at its principal office at the Subsidiary Guarantors hereby irrevocably and unconditionally waive, address set out on page 1 of this Indenture or at any other address previously notified in writing to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtTrustee. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 before judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities respect of its respective obligations under this Indenture and the Security Agreements, Securities to the fullest extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Company hereby irrevocably designates and appoints Xxxxxxx & Associates as the execution and delivery authorized agent of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which whom process may be served in any suit suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of 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 Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding 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 Securities, or this Agreement or otherwise relating to this Indenturethe offering, issuance and sale of the Securities or the Security Agreements that may be instituted in any federal or state court sitting in the State County of New York, Borough of Manhattan York and hereby further irrevocably waives any claim that any such action or brought by the Trustee (whether proceeding in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of 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 Securities or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and (iii) agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon CT Corporation System and written or notice of said service 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 applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service courts of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceedingother jurisdiction. The Company and each of the Pledgors and the Subsidiary Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System in full force appointments or such substitute designations and effect so long as this Indenture shall be appointments in full force and effect. The Company and each hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying courts of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough or the federal courts sitting in the County of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such New York in connection with any action or proceeding in any such court. To arising from the extent either sale of the Securities or this Agreement brought by the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110Underwriters.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors Issuer (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System has accepted such designation, designation and (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, each Issuer shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each Each of the Pledgors parties hereto hereby submits to the jurisdiction of the courts specified in the prior sentence and to the Subsidiary Guarantors courts of its own corporate domicile, in respect of actions brought against each such party as a defendant and waives any right to which it may be entitled on account of place of residence or domicile. Each Issuer further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either the Company or that any of the Pledgors or the Subsidiary Guarantors has or hereafter Issuer may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreementsrespect of this Agreement, to the fullest extent permitted by law. 110[This space intentionally left blank.] Registration Rights Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Company and the Guarantors in accordance with its terms. Very truly yours, DESARROLLADORA HOMEX, S.A. de C. V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer PROYECTOS INMOBILIARIOS DE CULIACÁN, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer DESARROLLADORA XX XXXXX DEL NOROESTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer XXXXX BETA DEL CENTRO, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer XXXXX BETA DEL NORTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer XXXXX BETA DEL NOROESTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer EDIFICACIONES BETA, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer EDIFICACIONES BETA DEL NOROESTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer EDIFICACIONES BETA DEL NORTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Purchasers By CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver 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. For a period of 180 days after the Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and Company that is not organized in the Subsidiary Guarantors United States (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System System, 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and xnd any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreementsrespect of this Agreement, to the fullest extent permitted by law. 110If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, Precision Drilling Corporation By: “Cxxxx X. Xxxx” Name: Cxxxx X. Xxxx Title: Senior Vice President & Chief Financial Officer Precision Diversified Oilfield Services Corp.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each of the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity)the "Process Agent") currently located at 1633 Broadway, New York, New York 10019, as its authorized agent upon which process may be served in any suit wxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx, action or proceeding with respect to, arising out of of, or relating to to, this Indenture, the Securities Guarantees, or the Security Agreements that Senior Subordinated Notes or brought under U.S. federal or state securities laws, which suit, action or proceeding may be instituted in any U.S. federal or state court located in the State The City of New York, Borough of Manhattan or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder)New York, and acknowledges that CT Corporation System the Process Agent has accepted such designation, (ii) irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding and irrevocably waives, to the fullest extent that it may effectively and lawfully do so, any obligation to the laying of venue of any such suit, action or proceeding and the defense of an inconvenient forum to the maintenance of any such suit action or proceedingproceeding in such court, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, Process Agent shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit suit, action or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation System the Process Agent in full force and effect so long as this Indenture shall be in full force and effect. The ; provided that the Company may and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, shall (to the fullest extent they may legally effectively do sothe Process Agent ceases to be able to be served on the basis contemplated herein), any objection which they may now or hereafter have by written notice to the laying Trustee, designate such additional or alternative agents for service of venue process under this Section 13.10 that (i) maintains an office located in the Borough of any suitManhattan, action or proceeding arising out The City of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court New York in the State of New York, (ii) are either (a) counsel for the Company or (b) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 13.10. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. The Upon the request of any Holder of a Senior Subordinated Note, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and each of the Pledgors Guarantor appointed and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding acting in any such courtaccordance with this Section 13.10. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its propertyProperty, it each of the Company and the Guarantors hereby irrevocably waives such immunity in Securities respect of its Obligations under this Indenture, the Guarantees and the Security AgreementsSenior Subordinated Notes, to the extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Company hereby irrevocably designates and appoints Stratasys Inc. as the execution and delivery authorized agent of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which whom process may be served in any suit suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Offered 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 Offered Shares, or this Agreement or otherwise relating to this Indenturethe offering, issuance and sale of the Securities or the Security Agreements that may be instituted Offered Shares in any federal Federal or state court sitting in the State County of New York, Borough of Manhattan York and hereby further irrevocably waives any claim that any such action or brought by the Trustee (whether proceeding in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of 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 Offered Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and (iii) agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon CT Corporation System and written or notice of said service 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 applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service courts of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceedingother jurisdiction. The Company and each of the Pledgors and the Subsidiary Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System in full force appointments or such substitute designations and effect so long as this Indenture shall be appointments in full force and effect. The Company and each hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying courts of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough or the Federal courts sitting in the County of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such New York in connection with any action or proceeding in any such court. To arising from the extent either sale of the Offered Shares or this Agreement brought by the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110Underwriters.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrumentinstruments, irrevocably designated and appointed CT Corporation System System, 1633 Broadway, New York, NY 10019 (and any successor entitythe "Authorized Agent") (anx xxx xxxxxxxxx xxxxxx), as its authorized xx xxx xuthorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal or state court in the State Borough of Manhattan, The City of New York, Borough State of Manhattan New York or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges represent and warrant that CT Corporation System the Authorized Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, proceeding and (iii) agrees agree that service of process upon CT Corporation System the Authorized Agent and written notice of said service to the Company or in accordance with the applicable Pledgor or Subsidiary Guarantor, provisions of this Agreement shall be deemed in every respect to be effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 for as long as this Indenture shall be in full force and effect. The Company and each any of the Pledgors Notes remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Escrow Agent and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveTrustee, to the fullest extent they may legally effectively do so, any objection which they may now designate such additional or hereafter have to the laying alternative agent for service of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court process that (i) maintains an office located in the Borough of Manhattan, The City of New York, State of New York, and (ii) is either (x) United States counsel for the 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 agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan. , The Company and each City of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waivesNew York, to the fullest extent permitted by law, the defense State of an inconvenient forum to the maintenance of such action or proceeding in any such courtNew York. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company owns or leases property or assets, (ii) United States or the State of New York or (iii) The Netherlands or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its propertyproperty and assets or this Agreement or the Escrow Account or actions to enforce judgments in respect of any thereof, it the Company hereby irrevocably waives such immunity in Securities and respect of its obligations under the Security Agreementsabove-referenced documents, to the extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By To the execution and delivery fullest extent permitted by applicable law, each of this Indenture, the Company and each the Guarantors submits to the non-exclusive jurisdiction of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements that may be instituted in any federal or state court in the State of New York, Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or brought by the Trustee (whether in its individual capacity proceeding arising under or in its capacity as Trustee hereunder)connection with this Agreement or any of the transactions contemplated hereby, and acknowledges irrevocably agrees that CT Corporation System has accepted all claims in respect of such designation, (ii) submits to the jurisdiction of any such court suit or proceeding may be determined in any such suit or proceeding, and (iii) agrees that service court. Each of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveGuarantors, to the fullest extent they permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and irrevocably waives to the fullest extent it may legally effectively do so, so any objection which they it may now or hereafter have to the laying of venue of any suitsuch proceeding, and hereby irrevocably designates and appoints CT Corporation Systems at Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. Each of the Company and the Guarantors represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Company and the Guarantors hereby irrevocably authorizes and directs its Authorized Agent to accept such service. Each of the Company and the Guarantors further agrees that service of process upon its Authorized Agent and written notice of said service to it mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Company and the Guarantors agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against any of the Company and the Guarantors arising out of or relating to in connection with this Indenture, the Security Agreements Agreement or the transactions contemplated hereby may also be instituted by any Holder of Securities, its officers and employees or any person who controls such Holder (within the meaning of Rule 405 under the Securities Act) in any federal or state competent court in the State of New York, Borough of Manhattan. The Company Germany and each of the Pledgors Company and the Subsidiary Guarantors hereto expressly accepts the jurisdiction of any such court in any such action. Each of the Company and the Guarantors hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or in connection with this Agreement or any of the transactions contemplated hereby. 110The provisions of this clause (j) are intended to be effective upon the execution of this Agreement without any further action by the Company and the Guarantors or the Holders of Securities and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal Federal or state court in the Borough of Manhattan, City of New York, State of New York, Borough of Manhattan or brought by under the Trustee (whether in its individual capacity United States Federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges acknowledge that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, proceeding and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, in accordance with Section 12 shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture any of the Class A Ordinary Shares shall be outstanding; PROVIDED, HOWEVER, that the Company may, by written notice to the Lead Managers, designate such additional or alternative agent for service of process under this Section 15 that (i) maintains an office located in full force the Borough of Manhattan, City of New York, in the Xxxxx xx Xxx Xxxx and effect(ii) is either (x) counsel for the 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. The Company Such written notice shall identify the name of such agent for process and each the address of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying office of venue such agent for service of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court process in the Borough of Manhattan, City of New York, State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either that the Company or any of its respective properties, assets or revenues may or may hereafter become entitled to, or have attributed to the Pledgors Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the Subsidiary Guarantors has giving of any relief in any such legal action, suit or hereafter may acquire any immunity proceeding, from setoff or counterclaim, from the jurisdiction of any court New York or U.S. Federal court, from any legal process (whether through service of noticeprocess, from attachment upon or prior to judgment, from attachment in aid of executionexecution of judgment, or from execution of judgment, or otherwise) other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to itself the obligations and liabilities of the Company, or its propertyany other matter under or arising out of or in connection with this Agreement or the U.S. Purchase Agreement, it the Company hereby irrevocably and unconditionally waives such immunity in Securities right, and the Security Agreementsagrees not to plead or claim any such immunity, and consents to the extent permitted by law. 110such relief or enforcement.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System (and any successor entity)System, 110 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any United States federal or New York State court in the Borough of Manhattan in the City of New York or brought under federal or state court in the State of New York, Borough of Manhattan securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company (mailed or delivered to the applicable Pledgor or Subsidiary GuarantorCompany, attention: Senior Vice President and General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 105 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By Each of the execution Issuer and delivery of this Indenture, the Company and each hereby submits to the non-exclusive jurisdiction of the Pledgors Federal and state courts in the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Indenture, the Securities Agreement or the Security Agreements that may be instituted transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any federal or Federal and state court courts in the State of New York, Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or brought by the Trustee (whether claim in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System such agent, and written notice of said service to the Company Issuer or the applicable Pledgor or Subsidiary GuarantorCompany, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Company Issuer or such Pledgor or Subsidiary Guarantorthe Company, as the case may be, in any such suit or proceeding. The Company and each Each of the Pledgors Issuer and the Subsidiary Guarantors Company further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of CT Corporation System such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ X X Xx Xxxxx Name: X X Xx Xxxxx Title: Member of the Board of Directors by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so long 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 this Indenture shall it may be amended or supplemented from time to time, may be used by a broker-dealer in full force and effectconnection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and each has agreed that, for a period of [·] days after the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waiveExpiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the fullest extent they Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may legally effectively do sobe amended or supplemented from time to time, any objection which they may now be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattanother trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and each any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Pledgors Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Subsidiary Guarantors hereto hereby irrevocably waivesSecurities Act. The Letter of Transmittal states that, by acknowledging that it will deliver 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. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the fullest extent permitted by law, Exchange Offer (including the defense expenses of an inconvenient forum to one counsel for the maintenance of such action or proceeding in any such court. To the extent either the Company or any Holders of the Pledgors Securities) other than commissions or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction concessions of any court brokers or from dealers and will indemnify the Holders of the Securities (including any legal process (whether through service of noticebroker-dealers) against certain liabilities, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in including liabilities under the Securities and the Security Agreements, to the extent permitted by law. 110Act.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, each of the Company and each of the Pledgors and Guarantors that are not organized in the Subsidiary Guarantors United States (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT C T Corporation System System, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT C T Corporation System has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT C T Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 C T Corporation System in full force and effect so long as this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreementsrespect of this Agreement, to the fullest extent permitted by law. 110If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, Precision Drilling Corporation By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Diversified Oilfield Services Corp. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Limited Partnership By: its general partner, Precision Diversified Oilfield Services Corp. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Drilling Canada Limited Partnership By: its general partner, Precision Diversified Oilfield Services Corp. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Grey Wolf International Drilling Corporation By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Oilfield Personnel Services Ltd. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Drilling, Inc. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer DI Energy, Inc. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Grey Wolf International, Inc. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Drilling Holdings Company By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Drilling LLC By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Drilling Company, LP By: its General Partner, Precision Drilling Holdings Company By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Murco Drilling Corporation By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer DI/Perfensa Inc. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Completion & Production Services Ltd. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Grey Wolf Supply Inc. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Drilling (US) Corporation By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer Precision Directional Services, Inc. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC RBC Capital Markets, LLC Xxxxxx Xxxxxxx & Co. LLC by: Credit Suisse Securities (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director by: RBC Capital Markets, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director by: Xxxxxx Xxxxxxx & Co. LLC By: /s/Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory Acting on behalf of themselves and as the representatives of the several Initial Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, has irrevocably designated and appointed CT Corporation System System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), "CT CORPORATION") as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or New York state court located in the State Borough of Manhattan in the City of New York, Borough of Manhattan New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company (mailed or delivered to the applicable Pledgor or Subsidiary GuarantorCompany, Attention: Chief Financial Officer, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 105 hereof), shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity) ("CT Corporation"), 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its authorized agent upon which process may be served in any suit autxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xuit, action or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements this Indenture that may be instituted in any federal or state court in the State of New York, Borough of Manhattan Manhattan, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company it (mailed or the applicable Pledgor or Subsidiary Guarantordelivered to its Vice-President, Treasurer, with a copy to its Vice-President, General Counsel and Secretary, in each case as specified in Section 106(b) hereof) shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it the Company hereby irrevocably waives such immunity in Securities respect of its obligations under this Indenture and the Security AgreementsSecurities, to the extent permitted by law. 110.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By The Company hereby irrevocably designates and appoints Pxxxxxx & Associates as the execution and delivery authorized agent of this Indenture, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which whom process may be served in any suit suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of the Shares and the Warrants in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding 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 Securities, or this Agreement or otherwise relating to this Indenturethe offering, issuance and sale of the Securities or the Security Agreements that may be instituted in any federal or state court sitting in the State County of New York, Borough of Manhattan York and hereby further irrevocably waives any claim that any such action or brought by the Trustee (whether proceeding in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of 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 and the Warrants 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 proceeding, and (iii) agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon CT Corporation System and written or notice of said service 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 applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service courts of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceedingother jurisdiction. The Company and each of the Pledgors and the Subsidiary Guarantors further agree agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation designations and appointment of CT Corporation System in full force appointments or such substitute designations and effect so long as this Indenture shall be appointments in full force and effect. The Company and each hereby agrees with the Underwriters to the nonexclusive jurisdiction of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying courts of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough or the federal courts sitting in the County of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such New York in connection with any action or proceeding in any such court. To arising from the extent either sale of the Shares and the Warrants or this Agreement brought by the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreements, to the extent permitted by law. 110Underwriters.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this IndentureAgreement, the Company and each of the Pledgors and the Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Security Agreements Agreement that may be instituted in any federal or state court in the State of New York, Borough of Manhattan York or brought by the Trustee (whether in its individual capacity under federal or in its capacity as Trustee hereunder)state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Company or such Pledgor or Subsidiary Guarantor, as the case may be, it in any such suit or proceeding. The Company and each of the Pledgors and the Subsidiary Guarantors further agree 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 this Indenture any of the Securities shall be in full force and effect. The Company and each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, to the fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtoutstanding. To the extent either that the Company or any of the Pledgors or the Subsidiary Guarantors 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 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Security Agreementsrespect of this Agreement, to the fullest extent permitted by law. 110Each of Holdings, Luxco and WCCI (as defined in Schedule A hereto) will, as soon as practicable following execution of this Agreement, irrevocably appoint CT Corporation System, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer, by the person serving the same to Xxxxxx Xxxxxxxx Corporation, 000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, Attention: Izumi Hara, Esq., shall be deemed in every respect effective service of process upon Holdings, Luxco and WCCI in any such suit or proceeding. Each of Holdings, Luxco and WCCI further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Purchasers and the Company in accordance with its terms. Very truly yours, Xxxxxx Xxxxxxxx Corporation By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Executive Vice President, Corporate Development General Counsel and Secretary Xxxxxx Xxxxxxxx Holdings Company III, Limited By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Vice President Xxxxxx Xxxxxxxx Intermediate (Luxembourg) S.à.x.x. By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory Xxxxxx Xxxxxxxx (US), Inc. By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Vice President and Secretary Xxxxxx Xxxxxxxx Company, Inc. By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. X.X. XXXXXX SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED Acting on behalf of themselves and as the Representatives of several Purchasers. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ XXXXXX X. XXXXx Name: Xxxxxx X. Xxxxx Title: Managing Director By: DEUTSCHE BANK SECURITIES INC. By: /s/ XXXXXXX SAWBURY Name: Xxxxxxx Sawbury Title: Director By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ XXXXX XXXXXX Name: Xxxxx XxXxxx Title: VP SCHEDULE A Guarantors Name Jurisdiction of Incorporation Xxxxxx Xxxxxxxx Holdings Company III, Limited Bermuda Xxxxxx Xxxxxxxx Intermediate (Luxembourg) S.à x.x. Luxembourg Xxxxxx Xxxxxxxx (US), Inc. Delaware Xxxxxx Xxxxxxxx Company, Inc. Puerto Rico ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200[·], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver 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. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.