Common use of Company Assistance Clause in Contracts

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance to the Depositary upon the request of the Depositary in the establishment of the procedures contemplated herein to enable the acceptance of the deposit by the Company of the Conversion Restricted Shares or Shares, as the case may be, the issuance of Conversion Restricted ADSs to the applicable Converting Noteholders for delivery in the form of Conversion Restricted ADRs, the transfer of the Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby), the cancellation of Conversion Restricted ADSs and the withdrawal of the Conversion Restricted Shares, and the conversion of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) into freely transferable ADRs (and the freely transferable ADSs represented thereby), and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of the Conversion Restricted Shares or Shares, the issuance of Conversion Restricted ADSs or freely transferable ADSs, the issuance and delivery of the Conversion Restricted ADRs or freely transferable ADRs, the transfer of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) or freely transferable ADRs (and the freely transferable ADSs represented thereby), the cancellation of Conversion Restricted ADSs or freely transferable ADSs and the withdrawal of Conversion Restricted Shares or Shares and the conversion of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) into freely transferable ADRs (and the freely transferable ADSs represented thereby), in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company (i) confirms (after consultation with its U.S. counsel) that, assuming the receipt of a fully and properly completed 2001 Note Conversion Notice or 2003 Note Conversion Notice, as the case may be, and assuming the certifications contained therein are true, the deposit of Conversion Restricted Shares or Shares, as the case may be, by the Company, the issuance of Conversion Restricted ADSs or freely transferable ADSs in respect thereof and the delivery of such Conversion Restricted ADSs (for delivery in the form of Conversion Restricted ADRs) or freely transferable ADSs to the applicable Converting Noteholders does not violate the registration requirements of the Securities Act, (ii) confirms (after consultation with its U.S. counsel) that, as a result of the Guarantee and upon the effective date of the Second Supplemental Indenture, the exception provided under Section 3(a)(9) of the Securities Act will be available for the issuance of Shares and ADSs upon the conversion of the 2003 Notes, (iii) represents that (a) this Letter Agreement has been duly executed and delivered by a duly authorized officer of the Company and constitutes the legal, valid, binding and enforceable obligation of the Company, (b) this Letter Agreement and the performance of all transactions contemplated hereby have been duly authorized by all necessary corporate action and will not result in a breach of, or constitute a default under, the articles of association or memorandum of association of the Company or, except as would not have a material adverse effect, any agreement or instrument to which it is a party or is bound, and do not and will not result in a violation of any law, rule or regulation, or any judgement, order, decree, determination or award of any court or governmental authority, which is now in effect and applicable to the Company, except as would not have a material adverse effect, and (c) except as would not have a material adverse effect, it has obtained, prior to the date hereof, all requisite approvals from all applicable regulatory authorities. The Company confirms that there have been no conversions of 2003 Notes from the date of execution of the Restricted ADS Side Letter until the date hereof.

Company Assistance. The Company agrees We agree to (i) provide commercially reasonable assistance to the Depositary upon the reasonable request of and to the Depositary in the establishment of the such procedures contemplated herein to enable the acceptance of the deposit by the Company of the Conversion Restricted Shares or WPP Shares, as the case may be, the issuance of Conversion the Restricted ADSs to and the applicable Converting Noteholders for delivery in the form of Conversion Restricted ADRs, the transfer of Restricted ADSs, the Conversion Restricted ADRs (removal of the transfer and the Conversion other restrictions with respect to Restricted ADSs represented thereby)in order to create unrestricted ADSs, the cancellation of Conversion Restricted ADSs and the withdrawal of the Conversion Restricted Shares, and the conversion WPP Shares upon surrender of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) into freely transferable ADRs (and the freely transferable ADSs represented thereby)for cancellation, and (ii) take all commercially reasonable steps reasonably requested by the Depositary to ensure that the acceptance of the deposit of the Conversion Restricted Shares or WPP Shares, the issuance of Conversion the Restricted ADSs or freely transferable ADSs, the issuance and delivery of the Conversion Restricted ADRs or freely transferable ADRs, the transfer of Conversion the Restricted ADRs (ADSs, the removal of the transfer and the Conversion other restrictions with respect to Restricted ADSs represented thereby) or freely transferable ADRs (and the freely transferable ADSs represented thereby)in order to create unrestricted ADSs, the cancellation of Conversion Restricted ADSs or freely transferable ADSs and the withdrawal of Conversion Restricted WPP Shares or Shares and the conversion upon presentation of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) into freely transferable ADRs (and the freely transferable ADSs represented thereby)for cancellation, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. We shall provide the Depositary with written instructions to issue Restricted ADSs substantially in the form affixed hereto as Exhibit C (the “Restricted ADS Issuance Instructions Letter”), together with the legend(s), if any, to be affixed to the Restricted ADRs, which legend(s) shall (i) be in a form reasonably satisfactory to the Depositary and (ii) set forth the specific circumstances under which the Restricted ADRs and the Restricted ADSs evidenced thereby may be transferred or the Restricted Shares withdrawn. In furtherance of the foregoing, the Company (i) confirms (after consultation we shall, concurrent with its U.S. counsel) that, assuming the receipt of a fully and properly completed 2001 Note Conversion Notice or 2003 Note Conversion Notice, as the case may be, and assuming the certifications contained therein are true, the deposit of Conversion Restricted Shares or Shares, as the case may be, by the Company, the issuance of Conversion Restricted ADSs or freely transferable ADSs in respect thereof and the delivery of such Conversion this Letter Agreement and any Restricted ADSs ADS Issuance Instructions Letter we deliver under this Letter Agreement, cause (for delivery in the form of Conversion Restricted ADRsA) or freely transferable ADSs our U.S. counsel to deliver an opinion to the applicable Converting Noteholders does not violate the registration requirements of the Securities ActDepositary stating, (ii) confirms (after consultation with its U.S. counsel) thatinter alia, as a result of the Guarantee and upon the effective date of the Second Supplemental Indenture, the exception provided under Section 3(a)(9) of the Securities Act will be available for the issuance of Shares and ADSs upon the conversion of the 2003 Notes, (iii) represents that (ai) this Letter Agreement has been duly executed and delivered by a duly authorized officer of the Company and constitutes the legal, is valid, binding and enforceable obligation against the Company under the laws of the CompanyState of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (bincluding, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and (ii) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), the F-4 Registration Statement has been declared effective by the Commission and to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the F-4 Registration Statement or any part thereof has been issued and no proceeding for that purpose has been instituted or is pending or contemplated by the Commission under the Securities Act or the Exchange Act, and (iv) the deposit of WPP Shares against the issuance of ADSs and the deposit of Restricted WPP Shares against the issuance of Restricted ADSs and the consummation of the transactions contemplated by the Deposit Agreement as supplemented by this Letter Agreement and the performance of all transactions contemplated hereby have been duly authorized by all necessary corporate action and will not result in a breach of, or constitute a default under, the articles of association or memorandum of association of the Company or, except as would not have a material adverse effect, any agreement or instrument to which it is a party or is bound, and do not and will not result in a violation violate the provisions of any lawU.S. federal statute or rule, rule order or regulation, or any judgement, order, decree, determination or award of any court or governmental authority, which is now in effect and regulation applicable to the Company, except as would not have a material adverse effecttransaction of which we are aware, and (cB) except as would not have a material adverse effect, it has obtained, prior our English counsel to deliver an opinion to the date hereofDepositary in a form reasonably acceptable to the Depositary stating that (i) the Company has duly authorized and executed the Letter Agreement, all (ii) the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company, and (iii) none of the terms of the Letter Agreement, and none of the transactions contemplated in the Restricted ADS Issuance Instructions Letter violate any English law of general application. In connection with the issuance of Restricted ADSs, we hereby instruct the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in this Letter Agreement, to issue and deliver Restricted WPP ADSs only (x) in the case of initial issuance, upon receipt of (i) the applicable Restricted ADS Issuance Instructions Letter, (ii) the requisite approvals from all number of Restricted WPP Shares, (iii) the opinions of counsel identified above, and (iv) subject to the terms of the Deposit Agreement as supplemented by this Letter Agreement, payment of the applicable regulatory authorities. The fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement upon the deposit of Restricted WPP Shares and the issuance of Restricted ADSs, (y) in the event of any corporate action of the Company confirms that there have been no conversions which results in the issuance of 2003 Notes from Restricted ADSs to the date of execution Holder(s) of the Restricted ADSs and (z) in the event of any transfer of Restricted ADSs by a Holder of Restricted ADSs in circumstances that require the issuance of Restricted ADSs to the transferee, subject, however, to receipt of the applicable opinions contemplated herein or in any Restricted ADS Side Issuance Instructions Letter until or in the date hereofrestrictive legend(s) affixed to the particular Restricted ADR.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance to the Depositary upon the request of assist the Depositary in the establishment of the such procedures contemplated herein to enable the acceptance of the deposit by the Company of the Conversion Restricted Shares or Preferred Shares, as the case may be, the issuance of Conversion the Restricted ADRs evidencing the Restricted ADSs, the delivery of the Restricted ADRs or unrestricted ADRs, the surrender of the Restricted ADRs or unrestricted ADRs evidencing the Restricted ADSs to or unrestricted Preferred ADSs upon the applicable Converting Noteholders for delivery in conversion (through consolidation and redesignation) of the form of Conversion Restricted ADRsPreferred Shares, the transfer of the Conversion Restricted ADRs (and Preferred ADSs or the Conversion Restricted ADSs represented thereby)or unrestricted Preferred ADSs, the cancellation of Conversion Restricted ADSs as applicable, and the withdrawal of the Conversion Restricted Preferred Shares, the deposit of the Ordinary Shares, the issuance of the Ordinary ADSs, the delivery of the Ordinary ADSs, and the conversion issuance and delivery of Conversion any Restricted ADRs (and the Conversion or unrestricted ADRs evidencing those Restricted ADSs represented thereby) into freely transferable ADRs (and or unrestricted Preferred ADSs representing the freely transferable ADSs represented thereby)Preferred Shares not converted, and (ii) take take, and cause, instruct or direct others to take, all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Conversion Restricted Shares or Preferred Shares, the issuance of Conversion the Restricted ADRs evidencing Restricted ADSs or freely transferable unrestricted ADRs evidencing unrestricted Preferred ADSs, the delivery of the Restricted ADRs or unrestricted ADRs, the surrender of the Restricted ADRs evidencing the Restricted ADSs or unrestricted ADRs evidencing unrestricted Preferred ADSs upon the conversion (through consolidation and redesignation) of the Preferred Shares, the transfer of the Preferred ADSs or the Restricted ADSs or unrestricted Preferred ADSs, as applicable, and the withdrawal of the Preferred Shares, the deposit of the Ordinary Shares, the issuance of the Ordinary ADSs, the delivery of the Ordinary ADSs, and the issuance and delivery of the Conversion any Restricted ADRs or freely transferable ADRs, the transfer of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) or freely transferable ADRs (and the freely transferable ADSs represented thereby), the cancellation of Conversion evidencing those Restricted ADSs or freely transferable unrestricted ADRs evidencing unrestricted Preferred ADSs and representing the withdrawal of Conversion Restricted Preferred Shares or Shares and the conversion of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) into freely transferable ADRs (and the freely transferable ADSs represented thereby)not converted, in each case upon the terms and conditions set forth herein, do not materially prejudice any substantial existing the rights of Holders and Beneficial Owners of Preferred ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company (i) confirms (after consultation with shall cause its U.S. counselcounsel to deliver an opinion to the Depositary stating, inter alia, that (x) that, assuming the receipt of a fully and properly completed 2001 Note Conversion Notice or 2003 Note Conversion Notice, as the case may be, and assuming the certifications contained therein are true, the deposit of Conversion Restricted the Preferred Shares or the Ordinary Shares, as the case may be, by the Company, and the issuance and delivery of Conversion Restricted ADSs, Preferred ADSs or freely transferable ADSs Ordinary ADSs, as applicable, in respect thereof each case upon the terms contemplated herein and the delivery of such Conversion Restricted ADSs (for delivery in the form of Conversion Restricted ADRs) or freely transferable ADSs to the applicable Converting Noteholders does Deposit Agreements, do not violate the require registration requirements of under the Securities Act, (ii) confirms (after consultation with its U.S. counsel) that, in form satisfactory to the Depositary as a result of the Guarantee and upon the effective date of the Second Supplemental Indenturethis Letter Agreement, the exception provided under Section 3(a)(9) of the Securities Act will be available for the issuance of Shares and ADSs upon the conversion of the 2003 Notes, (iii) represents that (ay) this Letter Agreement has been duly executed and delivered by a duly authorized officer of the Company and constitutes the legal, valid, binding and their enforceable obligation of the Company, (b) this Letter Agreement and the performance of all transactions contemplated hereby have been duly authorized by all necessary corporate action and will not result in a breach of, or constitute a default under, the articles of association or memorandum of association of the Company or, except as would not have a material adverse effect, any agreement or instrument to which it is a party or is bound, and do not and will not result in a violation of any law, rule or regulation, or any judgement, order, decree, determination or award of any court or governmental authority, which is now in effect and applicable to the Company, except as would not have a material adverse effect, and (c) except as would not have a material adverse effect, it has obtained, prior to the date hereof, all requisite approvals from all applicable regulatory authorities. The Company confirms that there have been no conversions of 2003 Notes from the date of execution of the Restricted ADS Side Letter until the date hereofagreements.

Company Assistance. The Company agrees We agree to (i) provide commercially reasonable assistance to the Depositary upon the reasonable request of and to the Depositary in the establishment of the such procedures contemplated herein to enable the acceptance of the deposit by the Company of the Conversion Restricted Shares or Shares, as the case may be, the issuance exchange of Conversion Restricted Old WPP ADSs for Restricted ADSs and the delivery of Restricted ADRs with respect thereto to the applicable Converting Noteholders for delivery persons listed in the form Schedule I of Conversion Restricted ADRsExhibit A hereto, the transfer of Restricted ADSs, the Conversion Restricted ADRs (removal of the transfer and the Conversion other restrictions with respect to Restricted ADSs represented thereby)in order to create unrestricted ADSs, the cancellation of Conversion Restricted ADSs and the withdrawal of the Conversion Restricted Shares, and the conversion Shares upon surrender of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) into freely transferable ADRs (and the freely transferable ADSs represented thereby)for cancellation, and (ii) take all commercially reasonable steps reasonably requested by the Depositary to ensure that the acceptance of the deposit of the Conversion Restricted Shares or Shares, the exchange of Restricted Old WPP ADSs for Restricted ADSs, the issuance of Conversion the Restricted ADSs or freely transferable ADSs, the issuance and delivery of the Conversion Restricted ADRs or freely transferable ADRs, the transfer of Conversion the Restricted ADRs (ADSs, the removal of the transfer and the Conversion other restrictions with respect to Restricted ADSs represented thereby) or freely transferable ADRs (and the freely transferable ADSs represented thereby)in order to create unrestricted ADSs, the cancellation of Conversion Restricted ADSs or freely transferable ADSs and the withdrawal of Conversion Restricted Shares or Shares and the conversion upon presentation of Conversion Restricted ADRs (and the Conversion Restricted ADSs represented thereby) into freely transferable ADRs (and the freely transferable ADSs represented thereby)for cancellation, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. We shall provide the Depositary with written instructions to issue Restricted ADSs substantially in the form affixed hereto as Exhibit A (the “Restricted ADS Issuance Instructions Letter”), together with the legend(s), if any, to be affixed to the Restricted ADRs, which legend(s) shall (i) be in a form reasonably satisfactory to the Depositary and (ii) set forth the specific circumstances under which the Restricted ADRs and the Restricted ADSs evidenced thereby may be transferred or the Restricted Shares withdrawn. In furtherance of the foregoing, the Company (i) confirms (after consultation we shall, concurrent with its U.S. counsel) that, assuming the receipt of a fully and properly completed 2001 Note Conversion Notice or 2003 Note Conversion Notice, as the case may be, and assuming the certifications contained therein are true, the deposit of Conversion Restricted Shares or Shares, as the case may be, by the Company, the issuance of Conversion Restricted ADSs or freely transferable ADSs in respect thereof and the delivery of such Conversion Restricted ADSs this Letter Agreement, cause (for delivery in the form of Conversion Restricted ADRsA) or freely transferable ADSs our U.S. counsel to deliver an opinion to the applicable Converting Noteholders does not violate the registration requirements of the Securities ActDepositary stating, (ii) confirms (after consultation with its U.S. counsel) thatinter alia, as a result of the Guarantee and upon the effective date of the Second Supplemental Indenture, the exception provided under Section 3(a)(9) of the Securities Act will be available for the issuance of Shares and ADSs upon the conversion of the 2003 Notes, (iii) represents that (ai) this Letter Agreement has been duly executed and delivered by a duly authorized officer of the Company and constitutes the legal, is valid, binding and enforceable obligation against the Company under the laws of the CompanyState of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (bii) the exchange of Restricted Old WPP ADSs for Restricted ADSs and the issuance and delivery of ADSs in accordance with this Letter Agreement and the performance Restricted ADS Issue Instruction Letter do not require registration under the Securities Act, and (iii) the deposit of all Restricted Shares against the issuance of Restricted ADSs and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not result in a breach of, or constitute a default under, the articles of association or memorandum of association of the Company or, except Deposit Agreement as would not have a material adverse effect, any agreement or instrument to which it is a party or is bound, and supplemented by this Letter Agreement do not and will not result in a violation violate the provisions of any lawU.S. federal statute or rule, rule order or regulation, or any judgement, order, decree, determination or award of any court or governmental authority, which is now in effect and regulation applicable to the Company, except as would not have a material adverse effecttransaction of which we are aware, and (cB) except as would not have a material adverse effect, it has obtained, prior our Jersey counsel to deliver an opinion to the date hereofDepositary in a form reasonably acceptable to the Depositary stating that (i) the Company has duly authorized and executed the Letter Agreement, all (ii) the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company, and (iii) none of the terms of the Letter Agreement, and none of the transactions contemplated in the Restricted ADS Issuance Instructions Letter violate any Jersey law of general application. In connection with the issuance of Restricted ADSs, we hereby instruct the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in this Letter Agreement, to issue and deliver Restricted ADSs only (x) in the case of initial issuance, upon receipt of (i) the Restricted ADS Issuance Instructions Letter, (ii) the requisite approvals from all number of Restricted Shares, (iii) the opinions of counsel identified above, and (iv) subject to the terms of the Deposit Agreement as supplemented by this Letter Agreement, payment of the applicable regulatory authorities. The fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement upon the deposit of Restricted Shares and the issuance of Restricted ADSs, (y) in the event of any corporate action of the Company confirms that there have been no conversions which results in the issuance of 2003 Notes from Restricted ADSs to the date of execution Holder(s) of the Restricted ADSs and (z) in the event of any transfer of Restricted ADSs by a Holder of Restricted ADSs in circumstances that require the issuance of Restricted ADSs to the transferee, subject, however, to receipt of the applicable opinions contemplated herein or in the Restricted ADS Side Issuance Instructions Letter until or in the date hereofrestrictive legend(s) affixed to the particular Restricted ADR.