Common use of Depositary Procedures Clause in Contracts

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of Affiliate Holders up to the number of Shares specified listed opposite such Affiliate Holders’ names on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) time in writing (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated Restricted ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders Pledgee (or their respective designeesits nominee) for the benefit of the Affiliate Holders. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance and delivery of Designated Restricted ADSs, ADSs to the Pledgee (or its nominee) (which request shall not be unreasonably denied) the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreement, and hereto (ii) by each a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementInstruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance and delivery by the Depositary to the Restricted Holders Pledgee (or its nominee) of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the Pledgee as registered holder of Designated Restricted Holder(s) ADSs upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consentsCitibank, under Section 2.3 in its capacity as Depositary and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the GDS Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 instructions of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter AgreementCompany contained herein, to (i) establish all necessary procedures to enable (x) the deposit surrender of Rule 144A GDSs to the Designated Shares GDS Depositary in connection with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement Termination in order to enable the issuance by the Depositary of ADSs to the Restricted Holders persons surrendering the Rule 144A GDSs upon the terms described herein. In order to effectuate the foregoing, the Company hereby instructs (i) Citibank, in its capacity as Depositary and as GDS Depositary, to distribute on or after February 2, 2001 to participants in DTC who hold Rule 144A GDSs in their DTC accounts, a Notice of Designated Restricted Termination of Rule 144A GDR Facility substantially in the form of the draft thereof attached hereto as Exhibit A, (ii) the GDS Depositary (a) to accept Rule 144A GDSs validly surrendered to it for purposes of receiving ADSs issued until March 30, 2001, and (b) to cancel such Rule 144A GDSs and to deliver the Shares represented by such Rule 144A GDSs into the custodial account established by the Depositary to accept Shares under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) ADR facility established pursuant to the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated SharesDeposit Agreement, in each case only upon the terms timely receipt of the applicable duly completed and conditions set forth signed Exchange Certification substantially in the Deposit Agreement form of the draft thereof attached as supplemented by Exhibit B (the "Exchange Certification"), and (iii) the Depositary to issue in the name of, and deliver to, the persons who (a) validly surrendered Rule 144A GDSs to the GDS Depositary, and (b) timely delivered to the GDS Depositary the applicable duly completed and signed Exchange Certification, ADSs, that represent the number of Shares transferred on behalf of such persons from the custodial account of the Rule 144A Depositary Receipts Facility to the custodial account containing the Shares accepted for deposit in respect of the ADR Facility under the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Deposit Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, Affiliate Holder of up to the number of Shares specified listed opposite such Affiliate Holder's name on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined Company to the Depositary from time to time in the Restricted ADS Letter Agreement) delivered to writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “"Restricted Shares”") and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “"Designated Restricted ADSs” " and the “"Designated Shares”", respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, ADSs the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreementhereto (each, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard "Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementInstruction"). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “"Account Statement”") to the holders of Designated Restricted Holder(sADSs ("Restricted Holders") upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, Affiliate Holder of up to the number of Shares specified listed opposite such Affiliate Holder’s name on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined Company to the Depositary from time to time in the Restricted ADS Letter Agreement) delivered to writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, ADSs the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreement, and hereto (ii) by each a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementInstruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of Holders up to the number of Shares specified listed opposite such Restricted Holders’ names on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) time in writing (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated Restricted ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Intermediary (or its nominee) for the benefit of the Restricted Holders or their respective designeesHolders. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance and delivery of Designated Restricted ADSsADSs to the Intermediary (or its nominee) (which request shall not be unreasonably denied), (i) the Company shall deliver to the Depositary with a copy to the Intermediary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreementhereto (each a “Consent and Delivery Instruction”), and (ii) by a each of the applicable Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder Holders shall be required to deliver to the Depositary and the Company a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) Confirmation substantially in the form of Appendix 1-B to the Exhibit G hereto (each a “Restricted ADS Letter AgreementHolder Confirmation”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian appointed by the Company, or by, for, or on behalf of, Depositary under the terms of the Deposit Agreement (the “Share Custodian”) by the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance and delivery of Designated Restricted ADSs upon deposit of the corresponding Designated Shares under the terms of this Letter Agreement by the Depositary to the Restricted Holders Intermediary (or its nominee), and the pledge from time to time of some or all of such Designated Restricted ADSs issued under to the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated SharesMxxxxx Sxxxxxx Companies, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Intermediary as registered holder of Designated Restricted Holder(s) ADSs upon the issuance of the Designated Restricted ADSsADSs and from time to time thereafter, as reasonably requested by the Intermediary, in each case upon the terms set forth herein (it being acknowledged that a request by the Intermediary on a weekly or more frequent basis shall be deemed reasonable). The Depositary agrees that upon a telephonic or email request by the Intermediary to the addressee(s) designated by the Depositary, it shall deliver via email a print screen of the Account Statement (without reference to the holder ID and Tax ID) within one New York business day of such request, and if so requested in that request, deliver a hard copy of such Account Statement by post promptly thereafter. Designated Shares deposited by a Restricted Holder shall be held in a separate account with the Share Custodian and the corresponding Designated Restricted ADSs shall be Delivered to a separate account (an “Account”) in the Restricted ADS Letter Agreementname of the Intermediary (or its nominee). Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, Restricted ADSs shall not be fungible in any way with the ADSs (that are not Restricted ADSs) issued under Section 2.3 and Section 2.14 the terms of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in nor shall the Restricted Shares be fungible in any way with the Shares (that are not Restricted Shares) deposited under the Deposit Agreement. Every Restricted ADS Letter Agreement) delivered to the Depositary to accept issued upon the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of under the Deposit Agreement as supplemented by this Letter Agreement shall be separately identified on the books of the Depositary and the Restricted ADS Letter Agreement Shares so deposited shall be held separate and this Affiliate and Restricted distinct from all other Deposited Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued held under the terms of the Deposit Agreement that are not Restricted ADS Letter Agreement Securities. The books of the Depositary shall identify the Restricted ADSs as supplemented restricted and shall contain stop transfer notations to that effect. The Restricted ADSs shall be issued only (i) upon receipt by this Affiliate the Depositary of written instructions from the Company and (ii) in the form of Restricted Securities Series Letter Agreement ADR certificates which, if applicable, shall be affixed with restrictive legend(s) provided by the Company in writing in a form reasonably satisfactory to the Depositary setting forth, inter alia, the specific circumstances under which the Restricted ADRs and the Restricted ADSs evidenced thereby may be transferred or the Restricted Shares represented by such Restricted ADSs may be withdrawn upon presentation of such Restricted ADSs to the Depositary for cancellation. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, The Depository Trust Company (“DTC”). Neither the Restricted Shares nor the Restricted ADSs shall be eligible for any Pre-Release Transaction described in Section 5.10 of the Deposit Agreement. Holders and Beneficial Owners of the Restricted ADSs may be required to provide the Depositary with written certifications, agreements or other documents as we or the Depositary may deem necessary or appropriate at the relevant time prior to (i) the exchange of Restricted Old WPP ADSs for Restricted ADSs, (ii) the deposit of Designated SharesRestricted Shares with the Custodian and the issuance of Restricted ADSs in respect thereof, and (yiii) the transfer of Restricted ADRs and the Designated Restricted ADSsADSs evidenced thereby, (iv) the removal of the transfer and other restrictions with respect to Designated the Restricted ADRs and the Restricted ADSs evidenced thereby in order to create unrestricted ADRs evidencing unrestricted ADSs, and or (v) the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented Restricted Shares represented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company hereby consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, Agreement to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, Affiliate Holders of up to the number of Shares specified listed opposite each Affiliate Holder’s name on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) Exhibit B hereto (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs requests the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 2.13 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of the Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of the Designated Restricted Shares, and (y) the tender of the Designated Restricted ADSs in the Offer, the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holder of Designated Restricted Holder(s) ADSs upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares (other than the Designated Shares described herein herein) for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreementhereinafter defined) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, ADSs and/or certificated Restricted American Depositary Receipts (the “Restricted ADRs”) evidencing such Restricted ADSs upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Amended and Restated Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADRs evidencing the Restricted ADSs, the Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADRs”, the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, including the Designated Restricted ADRs evidencing such Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter AgreementExhibit A-1 hereto (each a “Consent and Delivery Instruction - Company”), and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction substantially in the form of Exhibit A-2 hereto (each a “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementHolder” and together with a Consent and Delivery Instruction – Company, a “Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Amended and Restated Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders or their designees of Designated Restricted ADR(s) evidencing the Designated Restricted ADSs issued under the terms of the this Amended and Restated Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs (including, if applicable, Designated Restricted ADR(s) evidencing the Designated Restricted ADSs), the removal of the transfer and other restrictions with respect to Designated Restricted ADSs (including, if applicable, Designated Restricted ADR(s) evidencing the Designated Restricted ADSs) in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Amended and Restated Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver (x) an account statement (the “Account Statement”) to the Restricted Holder(s) or their respective designee(s) upon the issuance of the Designated Restricted ADSs, or (y) Designated Restricted ADRs evidencing the Designated Restricted ADSs, registered in the name of the Restricted Holder(s) or their respective designee(s), in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Amended and Restated Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares Sxxxxx described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, of each Restricted Holder, Shareholder of up to the number of Shares specified listed opposite such Restricted Shareholder’s name on Schedule I annexed to the applicable Standard Consent Issuance and Delivery Instruction (as defined in hereinafter defined) to be provided by each such Restricted Shareholder to the Restricted ADS Letter Agreement) delivered Depositary from time to time together with a written request for the Depositary to accept the deposit from time to time of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders Shareholders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company each Restricted Shareholder shall deliver to the Depositary Depositary, with a simultaneous copy to the Company, a duly completed and signed Standard Consent Issuance and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreement, and hereto (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent each an “Issuance and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementInstruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, of the Restricted Holders Shareholders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders Shareholders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs (“Restricted ADS Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, of each Restricted Holder, Holder of up to the number of Shares specified listed opposite such Restricted Holder’s name on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined Company to the Depositary from time to time, in the Restricted ADS Letter Agreement) delivered to writing, together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) ), and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated Restricted ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, ADSs the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreement, and hereto (ii) by each a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementInstruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, of the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the this Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Subject to the specific terms, provisions, and procedures set forth in each applicable Series Exhibit, the Company hereby consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of certain Restricted Shares specified on the applicable Standard Consent consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivery instruction applicable thereto delivered to the Depositary to accept the deposit of such Restricted Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described Except as may otherwise be provided in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”any Series Exhibit, respectively. In in connection with each deposit of Designated Restricted Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed competed and signed Standard Consent consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) delivery instruction substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreementhereto (each, a “Standard Consent and Delivery Instruction – Company”), and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) delivery instruction substantially in the form of Appendix 1-B to the hereto (each a “Standard Consent and Delivery Instruction – Restricted ADS Letter AgreementHolder” and together with a Standard Consent and Delivery Instruction – Company, a “Standard Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Restricted Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued under the terms of the this Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Restricted Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated SharesRestricted Shares upon cancellation of Restricted ADSs, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Restricted Shares described herein or in a Series Exhibit for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Restricted Shares specified listed opposite such Restricted Holder’s name on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to Exhibit E attached hereto together with a written request for the Depositary to accept the deposit of such Restricted Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated Restricted ADRs evidencing such Restricted ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADRs evidencing the Restricted ADSs, the Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADRs”, the “Designated Restricted ADSs” ”, and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSsADRs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to Exhibit A hereto (the Restricted ADS Letter Agreement“Consent and Delivery Instruction”). In furtherance of the foregoing, the Company hereby instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders or their designees of Designated Restricted ADR(s) evidencing the Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated SharesShares under the terms and subject to the conditions of this Restricted ADS Letter Agreement, and (y) the transfer of the Designated Restricted ADSsADSs evidenced by the Designated Restricted ADRs, the removal issuance of ADSs that are not subject to restrictions on resale under the transfer and other restrictions with respect to Securities Act (“Unrestricted ADSs”) in exchange for Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of terms set forth herein, deliver Designated Restricted ADRs evidencing the Designated Restricted ADSs, in each case upon the terms set forth herein and registered in the name of the Restricted ADS Letter AgreementHolder(s) or their respective designee(s). Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, Restricted ADSs shall not be fungible in any way with the ADSs (that are not Restricted ADSs) issued under Section 2.3 and Section 2.14 the terms of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in nor shall the Restricted WPP Shares be fungible in any way with the WPP Shares (that are not Restricted WPP Shares) deposited under the Deposit Agreement. Every Restricted ADS Letter Agreement) delivered to the Depositary to accept issued upon the deposit of such Restricted WPP Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of under the Deposit Agreement as supplemented by this Letter Agreement shall be separately identified on the books of the Depositary and the Restricted ADS Letter WPP Shares so deposited shall be held separate and distinct from all other Deposited Securities held under the terms of the Deposit Agreement that are not Restricted Securities. The books of the Depositary shall identify the Restricted ADSs as restricted and this Affiliate and shall contain stop transfer notations to that effect. The Restricted Securities Series Letter Agreement, to ADSs shall be issued only (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance upon receipt by the Depositary to of written instructions from the Restricted Holders Company and (ii) except in the case of Designated Restricted ADSs issued under the terms of Exhibit E hereof (such Restricted ADSs the “Uncertificated Restricted ADSs”), in the form of Restricted ADR certificates which, if applicable, shall be affixed with restrictive legend(s) provided by the Company in writing in a form reasonably satisfactory to the Depositary setting forth, inter alia, the specific circumstances under which the Restricted ADS Letter Agreement ADRs and the Restricted ADSs evidenced thereby may be transferred or the Restricted Shares represented by such Restricted ADSs may be withdrawn upon presentation of such Restricted ADSs to the Depositary for cancellation. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, The Depository Trust Company (“DTC”). Neither the Restricted WPP Shares nor the Restricted ADSs shall be eligible for any Pre-Release Transaction described in Section 5.10 of the Deposit Agreement. Holders and Beneficial Owners of the Restricted ADSs may be required to provide the Depositary with written certifications, agreements or other documents as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon we or the Depositary may deem necessary or appropriate at the relevant time prior to (i) the deposit of Designated SharesRestricted Shares with the Custodian and the issuance of Restricted ADSs in respect thereof, and (yii) the transfer of Restricted ADRs and the Designated Restricted ADSsADSs evidenced thereby, (iii) the removal of the transfer and other restrictions with respect to Designated the Restricted ADRs and the Restricted ADSs evidenced thereby in order to create unrestricted ADRs evidencing unrestricted ADSs, and or (iv) the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented Restricted WPP Shares represented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by each Affiliate Holder, by means of transfer under Cayman law to the Company, or by, for, or on behalf of, each Restricted HolderCustodian, of up to the number of Shares specified listed opposite such Affiliate Holder’s name on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined Company to the Depositary from time to time in the Restricted ADS Letter Agreement) delivered to writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) ), by means of transfer to the Custodian under Cayman law, and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “"Designated Restricted ADSs” " and the “"Designated Shares”", respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 2.13 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with Shares, by means of transfer to the Custodian under Cayman law, by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated SharesShares (by means of transfer to the Custodian under Cayman law), and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated SharesShares (by means of transfer of such Shares from the Custodian to a transferee in accordance with the Withdrawal Certification set forth in Section 6 below), in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit (by means of transfer of Shares to the Custodian under Cayman law) under the terms hereof.

Depositary Procedures. The Subject to the specific terms, provisions, and procedures set forth in each applicable Series Exhibit, the Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of certain Restricted Shares specified on the applicable Standard Consent consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivery instruction applicable thereto delivered to the Depositary to accept the deposit of such Restricted Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described Except as may otherwise be provided in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”any Series Exhibit, respectively. In in connection with each deposit of Designated Restricted Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed competed and signed Standard Consent consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) delivery instruction substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreementhereto (each, a “Standard Consent and Delivery Instruction – Company”), and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) delivery instruction substantially in the form of Appendix 1-B to the hereto (each a “Standard Consent and Delivery Instruction – Restricted ADS Letter AgreementHolder” and together with a Standard Consent and Delivery Instruction – Company, a “Standard Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Restricted Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued under the terms of the this Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Restricted Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Restricted Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Restricted Shares described herein or in a Series Exhibit for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company hereby instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by this PIPE Securities Series Letter Agreement and the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (xa) the Company to deposit of the Designated Shares 16,076,750 Private Placement Shares, to be represented by 16,076,750 Private Placement ADSs, with the Custodian by the Company, or by, for, or Company on behalf of, of the Restricted Holders ADS Purchasers as a valid deposit of such Private Placement Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the of Restricted Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated SharesADSs, and (yb) the transfer of the Designated Restricted Private Placement ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted Private Placement ADSs in order to create freely transferable unrestricted ADSs, and the withdrawal of the Designated SharesPrivate Placement Shares underlying the Private Placement ADSs, in each case upon the terms and subject to the conditions set forth in the Deposit Agreement as supplemented by the terms of this PIPE Securities Series Letter Agreement and the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon holders of Private Placement ADSs following the issuance of the Designated Restricted ADSs, in each case Private Placement ADSs upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted PIPE Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Private Placement Shares described herein for deposit under the terms hereof. The Depositary shall (i) cause the Private Placement ADSs issued upon the deposit of the corresponding Private Placement Shares to be separately identified on the books of the Depositary under CUSIP No.: 20000X000, and (ii) cause each of the Private Placement Shares represented by the Private Placement ADSs to be held, to the extent practicable, separate and distinct by the Custodian from the other Deposited Securities held by the Custodian in respect of the ADSs issued under the Deposit Agreement that are not Private Placement ADSs. The Private Placement ADSs shall not be eligible for inclusion for settlement in DTC. The Company hereby advises the Depositary, and the Depositary hereby agrees and acknowledges, that the Private Placement ADSs issuable in accordance with the terms of this PIPE Securities Series Letter Agreement shall be eligible to exercise all voting rights and receive dividend distributions, in each case in the manner and to the extent otherwise afforded to Restricted ADSs pursuant to the Deposit Agreement. The Depositary is hereby authorized and directed to issue the Private Placement ADSs as uncertificated Restricted ADSs registered on the books of the Depositary in the name of the ADS Purchasers or their respective designees for the benefit of each such ADS Purchaser.

Depositary Procedures. The Subject to the specific terms, provisions, and procedures set forth in each applicable Series Exhibit, the Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of certain Restricted Shares specified on the applicable Standard Consent consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivery instruction applicable thereto delivered to the Depositary to accept the deposit of such Restricted Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described Except as may otherwise be provided in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”any Series Exhibit, respectively. In in connection with each deposit of Designated Restricted Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) delivery instruction substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreementhereto (each, a “Standard Consent and Delivery Instruction – Company”), and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) delivery instruction substantially in the form of Appendix 1-B to the hereto (each a “Standard Consent and Delivery Instruction – Restricted ADS Letter AgreementHolder” and together with a Standard Consent and Delivery Instruction – Company, a “Standard Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Restricted Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued under the terms of the this Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Restricted Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated SharesRestricted Shares upon cancellation of the Restricted ADSs, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Restricted Shares described herein or in a Series Exhibit for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by in the Company, or by, for, or on behalf of, each Restricted Holder, ADS facility of up to the number of Shares specified on the applicable Standard Consent or Conversion Restricted Shares, as applicable, set forth in each duly completed and Delivery signed Conversion Issuance Instruction (as defined substantially in the Restricted ADS Letter Agreementform of Exhibit A hereto (each a “Conversion Issuance Instruction”) delivered provided by the Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) time and (ii) the issuance and delivery by the Depositary of the corresponding number of ADSs or Conversion Restricted ADSs in respect thereof in the form of Uncertificated ADSs, as applicable, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company hereby instructs the Depositary, Depositary and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares or Conversion Restricted Shares, as applicable, with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders Company as a valid deposit of such Shares or Conversion Restricted Shares under the Deposit Agreement in order to enable the issuance by the Depositary to of ADSs or Conversion Restricted ADSs, as applicable, issued in the Restricted Holders name of Designated Restricted ADSs issued each Converting Holder under the terms and subject to the conditions of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon the deposit of Designated Shares or Conversion Restricted Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreementapplicable, and (ii) promptly deliver an account statement (the “Account Statement”) to the Restricted Holder(s) Converting Holders upon the issuance of the Designated such ADSs or Conversion Restricted ADSs, as applicable, in the form of uncertificated ADSs or uncertificated Restricted ADSs (as defined in the Deposit Agreement), in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereofherein.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreementhereinafter defined) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter AgreementExhibit A-1 hereto (each a “Consent and Delivery Instruction - Company”), and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction substantially in the form of Exhibit A-2 hereto (each a “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementHolder” and together with a Consent and Delivery Instruction – Company, a “Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued under the terms of the this Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by each Affiliate Holder of the Company, or by, for, or Shares listed opposite such Affiliate Holder’s name on behalf of, each Restricted Holder, of up lists to be provided by the Company to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined Depositary from time to time in the Restricted ADS Letter Agreement) delivered to writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 2.13 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer or pledge of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept the deposit of any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, Agreement to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, Affiliate Holders of up to the number of Shares specified listed opposite such Affiliate Holder’s name on a list to be provided by the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) time in writing (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section of Sections 2.13 and 2.14 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence sentences and the Restricted Shares represented thereby are referred to herein as the “"Designated Restricted ADSs” " and the “"Designated Shares”", respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, Shares and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to the Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs or their respective designees (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares (other than the Designated Shares described herein herein) for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified listed opposite such Restricted Holder’s name on the applicable Standard Consent and Delivery Instruction (as defined in list to be provided by the Company to the Depositary within ten business days of the date of this Restricted ADS Letter Agreement) delivered to Agreement in writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, certificated Restricted American Depositary Receipts (the “Restricted ADRs”) evidencing such Restricted ADSs upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADRs evidencing the Restricted ADSs, the Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADRs”, the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, including the Designated Restricted ADRs evidencing such Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter AgreementExhibit A-1 hereto (each a “Consent and Delivery Instruction - Company”), and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction substantially in the form of Exhibit A-2 hereto (each a “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementHolder” and together with a Consent and Delivery Instruction – Company, a “Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders or their designees of Designated Restricted ADR(s) evidencing the Designated Restricted ADSs issued under the terms of the this Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs (including, if applicable, Designated Restricted ADR(s) evidencing the Designated Restricted ADSs), the removal of the transfer and other restrictions with respect to Designated Restricted ADSs (including, if applicable, Designated Restricted ADR(s) evidencing the Designated Restricted ADSs) in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver (x) an account statement (the “Account Statement”) to the Restricted Holder(s) or their respective designee(s) upon the issuance of the Designated Restricted ADSs, or (y) Designated Restricted ADRs evidencing the Designated Restricted ADSs, registered in the name of the Restricted Holder(s) or their respective designee(s), in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, Agreement to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, Affiliate Holders of up to the number of Shares specified listed opposite such Affiliate Holder’s name on a list to be provided by the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) time (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders Affiliate Holder or their its respective designeesdesignee(s). The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 2.13 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement Affiliate Holder in order to enable the issuance by the Depositary to the Restricted Holders Affiliate Holder of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer or pledge of the Designated Restricted ADSs, the removal of the transfer or pledge and other restrictions with respect to the Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holder of Designated Restricted Holder(sADSs or its respective designee(s) (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares (other than the Designated Shares described herein herein) for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by in the Company, or by, for, or on behalf of, each Restricted Holder, ADS facility of up to the number of Shares specified on the applicable Standard Consent or Conversion Restricted Shares, as applicable, in each duly completed and Delivery signed Conversion Issuance Instruction (as defined set forth substantially in the Restricted ADS Letter Agreementforms of Exhibit A-1 (the “Conversion Issuance Instruction for Non-Affiliate Noteholders”) delivered and Exhibit A-2 (the “Conversion Issuance Instruction for Affiliate Noteholders”) attached hereto (each a “Conversion Issuance Instruction”) provided by the Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) time and (ii) the issuance and delivery by the Depositary of the corresponding number of ADSs or Conversion Restricted ADSs in respect thereof in the form of Uncertificated ADSs, as applicable, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company hereby instructs the Depositary, Depositary and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the registration and deposit of the Designated Shares or Conversion Restricted Shares, as applicable, with the Custodian Depositary (or its nominee) by the Company, or by, for, or on behalf of, the Restricted Holders Company as a valid registration and deposit of such Shares or Conversion Restricted Shares under the Deposit Agreement in order to enable the issuance by the Depositary to of ADSs or Conversion Restricted ADSs, as applicable, issued in the Restricted Holders name of Designated Restricted ADSs issued each Converting Noteholder under the terms and subject to the conditions of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon the registration and deposit of Designated Shares or Conversion Restricted Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreementapplicable, and (ii) in the case of the Affiliate Conversion Restricted ADSs, promptly deliver an account statement (the “Account Statement”) to the Restricted Holder(s) Affiliate Noteholders upon the issuance of the Designated Affiliate Conversion Restricted ADSs, in each case the form of uncertificated Restricted ADSs (as defined in the Deposit Agreement), upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereofherein.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company hereby instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by this PIPE Securities Series Letter Agreement and the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (xa) the Company to deposit of the Designated Shares 16,076,750 Private Placement Shares, to be represented by 16,076,750 Private Placement ADSs, with the Custodian by the Company, or by, for, or Company on behalf of, of the Restricted Holders ADS Purchasers as a valid deposit of such Private Placement Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the of Restricted Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated SharesADSs, and (yb) the transfer of the Designated Restricted Private Placement ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted Private Placement ADSs in order to create freely transferable unrestricted ADSs, and the withdrawal of the Designated SharesPrivate Placement Shares underlying the Private Placement ADSs, in each case upon the terms and subject to the conditions set forth in the Deposit Agreement as supplemented by the terms of this PIPE Securities Series Letter Agreement and the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon holders of Private Placement ADSs following the issuance of the Designated Restricted ADSs, in each case Private Placement ADSs upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted PIPE Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Private Placement Shares described herein for deposit under the terms hereof. The Depositary shall (i) cause the Private Placement ADSs issued upon the deposit of the corresponding Private Placement Shares to be separately identified on the books of the Depositary under CUSIP No.: 20000X000, and (ii) cause each of the Private Placement Shares represented by the Private Placement ADSs to be held, to the extent practicable, separate and distinct by the Custodian from the other Deposited Securities held by the Custodian in respect of the ADSs issued under the Deposit Agreement that are not Private Placement ADSs. The Private Placement ADSs shall not be eligible for inclusion for settlement in DTC. The Company hereby advises the Depositary, and the Depositary hereby agrees and acknowledges, that the Private Placement ADSs issuable in accordance with the terms of this PIPE Securities Series Letter Agreement shall be eligible to exercise all voting rights and receive dividend distributions, in each case in the manner and to the extent otherwise afforded to Restricted ADSs pursuant to the Deposit Agreement. The Depositary is hereby authorized and directed to issue the Private Placement ADSs as uncertificated Restricted ADSs registered on the books of the Depositary in the name of the ADS Purchasers or their respective designees for the benefit of each such ADS Purchaser. Series Exh. B-3

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, Affiliate Holder of up to the number of Shares specified listed opposite such Affiliate Holder’s name on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) time in writing (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated Restricted ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, ADSs (which request shall not be unreasonably denied) the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreement, and hereto (ii) by each a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementInstruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company hereby instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (xa) the Company to deposit up to an aggregate of the Designated Shares 307,520,072 Private Placement Shares, to be represented by 38,440,009 Restricted ADSs, with the Custodian by the CompanyCompany on behalf of the Investors, or (b) the deposit by, for, or on behalf of, each Subject Holder, of up to 48,088,896 Subject Shares (as adjusted for any share split, share dividend, combination, or other recapitalization or reclassification effected after the date hereof), to be represented by 6,011,112 Restricted Holders ADSs (as adjusted for any share split, share dividend, combination, or other recapitalization or reclassification of the Subject Shares effected after the date hereof), with the Custodian, in each case as a valid deposit of such Restricted Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the of Restricted Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated SharesADSs, and (yc) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create freely transferable unrestricted ADSs, and the withdrawal of the Designated SharesRestricted Shares underlying the Restricted ADSs, in each case upon the terms and subject to the conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the holders of Restricted Holder(s) upon ADSs following the issuance of the Designated Restricted ADSs, from time to time, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Restricted Shares described herein for deposit under the terms hereof. The Depositary shall (i) cause the Restricted ADSs issued upon the deposit of the corresponding Restricted Shares to be separately identified on the books of the Depositary under CUSIP No.: 900000000, and (ii) cause each of the Restricted Shares represented by the Restricted ADSs to be held, to the extent practicable, separate and distinct by the Custodian from the other Deposited Securities held by the Custodian in respect of the ADSs issued under the Deposit Agreement that are not Restricted ADSs. The Restricted ADSs shall not be eligible for inclusion for settlement in DTC. The Company hereby advises the Depositary, and the Depositary hereby agrees and acknowledges, that the Restricted ADSs issuable in accordance with the terms of this Letter Agreement shall be eligible to exercise all voting rights and receive dividend distributions, in each case in the manner and to the extent otherwise afforded to Restricted ADSs pursuant to the Deposit Agreement. The Depositary is hereby authorized and directed to issue the Restricted ADSs as uncertificated Restricted ADSs registered on the books of the Depositary in the name of (i) in the case of the Offered ADSs, the Investors or their respective designees for the benefit of each such Investor, and (ii) in the case of Restricted ADSs to be issued and delivered in exchange for the deposit of the Subject Shares to be issued upon redesignation of the non-voting ordinary shares issued in the Private Placement of Non-Voting Ordinary Shares, the Subject Holder(s) thereof or their respective designees for the benefit of each such Subject Holder.

Depositary Procedures. The Subject to compliance with all provisions and procedures set forth in the Deposit Agreement as supplemented by this Letter Agreement, the Company irrevocably consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, relevant Depositor of up to [●] Shares (or up to [●] Shares if the number of Shares specified on Initial Purchasers’ Option is exercised in full) (in each case, as adjusted from time to time for share splits and combinations, stock dividends and similar events, including, without limitation, any other securities and property issued as a distribution on, or in exchange for, the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Shares, but only to the Depositary to accept extent that such other securities and property are then underlying the deposit of such Shares (which request shall not be unreasonably deniedADSs) (in connection with the “Restricted Shares”) transactions contemplated by the Forward Purchase Contract and (ii) the issuance and delivery by the Depositary to the Trust of the corresponding number of freely transferable ADSs or Restricted ADSs (as applicable) in respect thereof in the form of Uncertificated ADSs, as an MES ADS Issuance upon the terms set forth contemplated in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS this Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (the Restricted Holders ADSs or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as be issued pursuant to an MES ADS Issuance, the “Designated Restricted MES ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) to be deposited to be represented by the Company and request for issuance of Designated Restricted MES ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement“MES Shares”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures set forth in this Letter Agreement to enable (x) the deposit of the Designated MES Shares with the Depositary’s Custodian by the Company, or by, for, or on behalf of, the Restricted Holders relevant Depositor as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance and delivery by the Depositary to the Restricted Holders Trust of Designated Restricted the corresponding MES ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated such MES Shares, and (y) if then permitted under applicable law, the transfer of the Designated MES Restricted ADSsADSs (as defined below), the removal of the transfer and other restrictions with respect to Designated MES ADSs issued as Restricted ADSs (the “MES Restricted ADSs”) in order to create unrestricted unrestricted, freely transferable ADSs, and the withdrawal of the Designated SharesMES Shares represented by MES Restricted ADSs, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way (i) obligate the Depositary, or give authority to the Depositary, to accept any Shares for deposit other than the Designated MES Shares described herein for deposit under the terms hereof, (ii) obligate the Shareholder to deposit any Shares or (iii) restrict the ability of the Shareholder to transfer the Shares or deposit the Shares otherwise than in accordance with the transactions contemplated hereby.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified on the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered to the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, agrees upon the terms and subject to the conditions terms set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS this Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreementthe Deposit Agreements, to (i) establish procedures to enable from time to time (xi) the deposit of the Designated Preferred Shares with the Custodian by the Company, or by, for, or Company on behalf ofof the Purchasers, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable connection with the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued under in the form of Restricted ADRs pursuant to the terms of Section 2.14 of the Restricted ADS Letter Agreement Preferred Share Deposit Agreement, as supplemented by the terms of this Affiliate Letter Agreement, (ii) the delivery of the Restricted ADRs to the Purchasers, (iii) the surrender of the Restricted ADRs evidencing Restricted ADSs representing Preferred Shares by Holders thereof following the effectiveness of any registration statement covering the resale of the Preferred Shares, Preferred ADSs representing the Preferred Shares, Ordinary Shares (as hereafter defined) issuable upon conversion (through consolidation and Restricted Securities Series Letter Agreement upon deposit redesignation) of Designated the Preferred Shares or Ordinary ADSs representing such Ordinary Shares, and the reissuance of ADRs without restrictive legends evidencing Preferred ADSs without restrictive legends representing the Preferred Shares, (yiv) the surrender of the Restricted ADRs evidencing Restricted ADSs, or unrestricted ADRs evidencing unrestricted Preferred ADSs, as the case may be, by Holders thereof in connection with the whole or partial conversion (through consolidation and redesignation) of the Preferred Shares by the Holders of Restricted ADSs or unrestricted ADSs pursuant to the Series A Preference Share Terms at any time and from time to time after the date of this Letter Agreement, and the reissuance and delivery of Restricted ADRs evidencing those Restricted ADSs, or unrestricted ADRs evidencing unrestricted ADSs, as the case may be, representing the Preferred Shares not converted, (v) the transfer of the Designated Restricted Preferred ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create or the unrestricted ADSs, as applicable and the withdrawal of the Designated Preferred Shares, in each case upon the terms and conditions set forth in the Preferred Share Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (iivi) deliver an account statement the credit of Ordinary Shares (as hereinafter defined) with the “Account Statement”Custodian by the Company, in connection with the conversion (through consolidation and redesignation) to of the Restricted Holder(s) upon Preferred Shares and the issuance of the Designated Restricted ADSs, in each case upon Ordinary ADSs pursuant to the terms set forth herein and in of Section 2.5 of the Restricted ADS Ordinary Share Deposit Agreement, as supplemented by the terms of this Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by in the Company, or by, for, or on behalf of, each Restricted Holder, ADS facility of up to the number of Shares specified on the applicable Standard Consent or Conversion Restricted Shares, as applicable, set forth in each duly completed and Delivery signed Conversion Issuance Instruction (as defined substantially in the Restricted ADS Letter Agreementform of Exhibit A hereto (each a “Conversion Issuance Instruction”) delivered provided by the Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) time and (ii) the issuance and delivery by the Depositary of the corresponding number of ADSs or Conversion Restricted ADSs in respect thereof in the form of Uncertificated ADSs, as applicable, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement. In furtherance of the foregoing, the Company hereby instructs the Depositary, Depositary and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares or Conversion Restricted Shares, as applicable, with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders Company as a valid deposit of such Shares or Conversion Restricted Shares under the Deposit Agreement in order to enable the issuance by the Depositary to of ADSs or Conversion Restricted ADSs, as applicable, issued in the Restricted Holders name of Designated Restricted ADSs issued each Converting Noteholder under the terms and subject to the conditions of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon the deposit of Designated Shares or Conversion Restricted Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreementapplicable, and (ii) promptly deliver an account statement (the “Account Statement”) to the Restricted Holder(s) Converting Noteholder upon the issuance of the Designated such ADSs or Conversion Restricted ADSs, as applicable, in the form of uncertificated ADSs or uncertificated Restricted ADSs (as defined in the Deposit Agreement), in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereofherein.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, Affiliate Holder of up to the number of Shares specified listed opposite such Affiliate Holder’s name on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined Company to the Depositary from time to time in the Restricted ADS Letter Agreement) delivered to writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, ADSs the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreement, and hereto (ii) by each a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementInstruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Affiliate Holders of Designated Restricted ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the holders of Designated Restricted Holder(sADSs (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Subject to compliance with all provisions and procedures set forth in the Deposit Agreement as supplemented by this Letter Agreement, the Company irrevocably consents, under Section 2.3 and Section 2.14 2,3 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, relevant Depositor of up to 71.720,000 Shares (or up to 86,064 000 Shares if the number of Shares specified on Initial Purchasers’ Option is exercised in full) (in each case, as adjusted from time to time for share splits and combinations, stock dividends and similar events, including, without limitation, any other securities and property issued as a distribution on, or in exchange for, the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Shares, but only to the Depositary to accept extent that such other securities and property are then underlying the deposit of such Shares (which request shall not be unreasonably deniedADSs) (in connection with the “Restricted Shares”) transactions contemplated by the Forward Purchase Contract and (iii) the issuance and delivery by the Depositary to the Trust of the corresponding number of freely transferable ADSs or Restricted ADSs (as applicable) in respect thereof in the form of Uncertificated ADSs, as an MEG ADS Issuance upon the terms set forth contemplated in Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS this Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (the Restricted Holders ADSs or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as be issued pursuant to an MEG ADS Issuance, the “Designated Restricted MEG ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) to be deposited to be represented by the Company and request for issuance of Designated Restricted MEG ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter Agreement, and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter Agreement“MEG Shares”). 5 EXECUTION COPY In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 2 .14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures set forth in this Letter Agreement to enable (x) the deposit of the Designated MES Shares with the Depositary’s Custodian by the Company, or by, for, or on behalf of, the Restricted Holders relevant Depositor as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance and delivery by the Depositary to the Restricted Holders Trust of Designated Restricted the corresponding MES ADSs issued under the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated such MEG Shares, and (y) if then permitted under applicable law, the transfer of the Designated MEG Restricted ADSsADSs (as defined below), the removal of the transfer and other restrictions with respect to Designated MEG ADSs issued as Restricted ADSs (the “MES Restricted ADSs”) in order to create unrestricted unrestricted, freely transferable ADSs, and the withdrawal of the Designated SharesMEG Shares represented by MES Restricted ADSs, in each case upon the terms and conditions set forth in m the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreement. Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way (i) obligate the Depositary, Depositary or give authority to the Depositary, to accept any Shares for deposit other than the Designated MES Shares described herein for deposit under the terms hereof, (ii) obligate the Shareholder to deposit any Shares or (iii) restrict the ability of the Shareholder to transfer the Shares or deposit the Shares otherwise than in accordance with the transactions contemplated hereby. For the avoidance of doubt, neither the Depositary nor the Company will require any procedures for, or unpose any restrictions on, the issuance, transfer or cancellation of MES ADSs in addition to the procedures set forth in this Letter Agreement, except to the extent required by then applicable law. To the extent that either the Depositary or the Company determines after the date hereof, that an additional procedure or procedures are required by then applicable law for the issuance, transfer or cancellation of MES ADSs in addition to the procedures set forth in this Letter Agreement, it shall promptly provide notice to all the other parties hereto describing such additional procedure(s). 2.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of Holders up to the number of Shares specified listed opposite such Restricted Holders’ names on lists to be provided by the applicable Standard Consent and Delivery Instruction (as defined in the Restricted ADS Letter Agreement) delivered Company to the Depositary from time to accept the deposit of such Shares (which request shall not be unreasonably denied) time in writing (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated Restricted ADSs, upon the terms set forth in of Section 2.13 of the Deposit Agreement, as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Intermediary (or its nominee) for the benefit of the Restricted Holders or their respective designeesHolders. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance and delivery of Designated Restricted ADSsADSs to the Intermediary (or its nominee) (which request shall not be unreasonably denied), (i) the Company shall deliver to the Depositary with a copy to the Intermediary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-Exhibit A to the Restricted ADS Letter Agreementhereto (each a “Consent and Delivery Instruction”), and (ii) by a each of the applicable Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder Holders shall be required to deliver to the Depositary and the Company a duly completed and signed Standard Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) Confirmation substantially in the form of Appendix 1-B to the Exhibit G hereto (each a “Restricted ADS Letter AgreementHolder Confirmation”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian appointed by the Company, or by, for, or on behalf of, Depositary under the terms of the Deposit Agreement (the “Share Custodian”) by the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance and delivery of Designated Restricted ADSs upon deposit of the corresponding Designated Shares under the terms of this Letter Agreement by the Depositary to the Restricted Holders Intermediary (or its nominee), and the pledge from time to time of some or all of such Designated Restricted ADSs issued under to the terms of the Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated SharesPledgee, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Intermediary as registered holder of Designated Restricted Holder(s) ADSs upon the issuance of the Designated Restricted ADSsADSs and from time to time thereafter, as reasonably requested by the Intermediary, in each case upon the terms set forth herein herein. Designated Shares deposited by a Restricted Holder shall be held in a separate account with the Share Custodian and the corresponding Designated Restricted ADSs shall be Delivered to a separate account (an “Account”) in the Restricted ADS Letter Agreementname of the Intermediary (or its nominee). Nothing contained in the Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.

Depositary Procedures. The Company consents, under Section 2.3 and Section 2.14 of the Deposit Agreement, to (i) the deposit by the Company, or by, for, or on behalf of, each Restricted Holder, of up to the number of Shares specified listed opposite such Restricted Holder’s name on lists to be provided to the applicable Standard Consent and Delivery Instruction (as defined Depositary from time to time in the Restricted ADS Letter Agreement) delivered to writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and (ii) the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms set forth in Section 2.13 of the Deposit Agreement, as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to the Restricted Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares (i) by the Company and request for issuance of Designated Restricted ADSs, the Company shall deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction – Company (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-A to the Restricted ADS Letter AgreementExhibit A-1 hereto (each a “Consent and Delivery Instruction - Company”), and (ii) by a Restricted Holder and request for issuance of Designated Restricted ADSs, the Restricted Holder shall be required to deliver to the Depositary a duly completed and signed Standard Consent and Delivery Instruction substantially in the form of Exhibit A-2 hereto (each a “Consent and Delivery Instruction – Restricted Holder (as defined in the Restricted ADS Letter Agreement) substantially in the form of Appendix 1-B to the Restricted ADS Letter AgreementHolder” and together with a Consent and Delivery Instruction – Company, a “Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Company, or by, for, or on behalf of, the Restricted Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Restricted Holders of Designated Restricted ADSs issued under the terms of the this Restricted ADS Letter Agreement as supplemented by this Affiliate and Restricted Securities Series Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of the this Restricted ADS Letter Agreement and this Affiliate and Restricted Securities Series Letter Agreement, and (ii) deliver an account statement (the “Account Statement”) to the Restricted Holder(s) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein and in the Restricted ADS Letter Agreementherein. Nothing contained in the this Restricted ADS Letter Agreement or this Affiliate and Restricted Securities Series Letter Agreement shall in any way obligate the Depositary, or give authority to the Depositary, to accept any Shares other than the Designated Shares described herein for deposit under the terms hereof.