Common use of Governing Law and Dispute Resolution Clause in Contracts

Governing Law and Dispute Resolution. 9.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claims) (“Dispute”) shall be referred to, and finally resolved by, arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be English. 9.6 The award of the arbitrators shall be final and binding on the parties, their successors and assigns.

Governing Law and Dispute Resolution. 9.1 This ‌ (a) Governing law (b) Agreement and to arbitrate‌ Subject to Condition 18(c), any dispute, claim, difference or controversy arising out of, relating to or claim having any connection with the Notes (including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claimsthem) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (LCIA) (the “LCIA”Rules), which Rules (as amended from time to time) which rules are deemed to be incorporated by reference into this Clause 9.2.Condition. For these purposes: 9.3 There shall be three (3i) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, seat of arbitration shall be London; (ii) there shall be three arbitrators, England.each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. The claimant(s), irrespective of number, shall nominate jointly one arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator, and a third arbitrator (who shall act as presiding arbitrator) shall be nominated by the arbitrators nominated by or on behalf of the claimant(s) and respondent(s) or, in the absence of agreement on the third arbitrator within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, the third arbitrator shall be chosen by the LCIA Court (as defined in the Rules); and 9.5 The (iii) the language of the arbitration proceedings shall be English. 9.6 The award (c) Option to litigate‌ Notwithstanding Condition 18(b) above, any Noteholder may, in the alternative, and at its sole discretion, by notice in writing to the Issuer: (i) within 28 days of service of a Request for Arbitration (as defined in the arbitrators Rules); or (ii) in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If any Noteholder gives such notice, the Dispute to which such notice refers shall be final determined in accordance with Condition 18(d) and, subject as provided below, any arbitration commenced under Condition 18(b) in respect of that Dispute will be terminated. Each person who gives such notice and binding on the partiesrecipient of that notice will bear its own costs in relation to the terminated arbitration. If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, the relevant Noteholder must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: (i) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before their successors appointment is terminated; (ii) their entitlement to be paid their proper fees and assignsdisbursements; and (iii) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision.

Governing Law and Dispute Resolution. 9.1 35.1 This Agreement (including the remaining provisions of this Clause 35) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-non- contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. 35.2 Subject to Clause 35.3 any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with it) (“a "Dispute”") shall be referred to, to and finally resolved by, by arbitration under the LCIA Arbitration Rules of Arbitration (the “LCIA "Rules”"), which Rules (as amended from time to time) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2.35. For these purposes: 9.3 There (a) the seat of arbitration shall be London; (b) there shall be three (3) arbitrators appointed arbitrators, each of whom shall be disinterested in accordance the arbitration, shall have no connection with the LCIA Rulesany party thereto and shall be an attorney experienced in international securities transactions. The claimant party and parties to the respondent party Dispute shall each nominate one (1) arbitrator and both arbitrators in turn shall appoint a further arbitrator who shall be the chairman of the tribunal. In cases where there are multiple claimants and/or multiple respondents, the class of claimants jointly, and the class of respondents jointly shall each nominate one arbitrator. Where either If one party or both fails to nominate an arbitrator within the time provided limits specified by the LCIA Rules, that arbitrator such arbitrator(s) shall be appointed by the LCIA. The If the party nominated arbitrators fail to nominate the third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators arbitrator within fifteen (15) Business Days of the confirmation 15 days of the appointment of the second arbitrator, or in default of such agreement, arbitrator shall be appointed by the LCIA. Notwithstanding anything to ; and (c) the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be English. 9.6 The award 35.3 Notwithstanding Clause 35.2, the Delegate and any Agent may, in the alternative, and at its sole discretion, by notice in writing to the Trustee, Majid Al Futtaim Properties and the Guarantor: (a) within 28 days of service of a Request for Arbitration (as defined in the Rules); or (b) in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If such notice is given, the Dispute to which such notice refers shall be determined in accordance with Clause 35.4 and, subject as provided below, any arbitration commenced under Clause 35.2 in respect of that Dispute will be terminated. With the exception of the arbitrators Delegate (whose costs will be borne by Xxxxx Xx Xxxxxxx Properties, failing which the Guarantor), each of the parties to the terminated arbitration will bear its own costs in relation thereto. If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, the Delegate or the relevant Agent, as the case may be, must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: (i) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; (ii) his entitlement to be paid his proper fees and disbursements; and (iii) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. 35.4 In the event that a notice pursuant to Clause 35.3 is issued, the following provisions shall apply: (a) subject to Clause 35.4(c), the courts of England shall have exclusive jurisdiction to settle any Dispute and each of the Trustee, Majid Al Futtaim Properties and the Guarantor submits to the exclusive jurisdiction of such courts; (b) each of the Trustee, Majid Al Futtaim Properties and the Guarantor agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and (c) this Clause 35.4 is for the benefit of the Delegate and the Agents only. As a result, and notwithstanding Clause 35.4(a), the Delegate and any Agent may take proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction. To the extent allowed by law, the Delegate and any Agent may take concurrent Proceedings in any number of jurisdictions. 35.5 Each of the Trustee, the Guarantor and Majid Al Futtaim Properties appoints Xxxxxx and Xxxxxx at its registered office at 11th Floor, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process. Each of the Trustee, Majid Al Futtaim Properties and the Guarantor agrees that, in the event of Xxxxxx and Xxxxxx ceasing so to act or ceasing to be registered in England, it will appoint another person approved by the Delegate as its agent for service of process in England in respect of any Proceedings or Disputes. Nothing in this Clause 35.5 shall affect the right to serve process in any other manner permitted by law. 35.6 Each of the Trustee, the Guarantor and Majid Al Futtaim Properties irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings or Disputes. 35.7 If any arbitration is commenced in relation to a Dispute and/or any Proceedings are brought by or on behalf of a party under this Agreement, each party agrees it will: (a) not claim interest under, or in connection with, such arbitration and/or Proceedings; and (b) to the fullest extent permitted by law, waive all and any entitlement it may have to interest awarded in its favour by any arbitrator as a result of such arbitration and/or by a court as a result of such Proceedings. 35.8 For the avoidance of doubt, nothing in Clause 35.7 shall be final construed as a waiver of rights in respect of Periodic Distribution Amounts payable under the Certificates, the amount of any Asset Portfolio Revenues collected in accordance with the Service Agency Agreement, the amount of any Deferred Sale Price payable in accordance with the Master Murabaha Agreement and binding on the partiesrelevant Murabaha Contract, their successors and assignsany other amounts payable under the Transaction Documents or profit of any kind howsoever described payable pursuant to the Transaction Documents and/or the Conditions, howsoever such amounts may be described or re-characterised by any court or arbitral tribunal.

Governing Law and Dispute Resolution. 9.1 16.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and WalesEngland, except for any conflicts of laws principles which require the application of the laws of another jurisdiction. 9.2 Any 16.2 It is agreed, as a severable and independent arbitration agreement separately enforceable from the remainder of this Agreement, that any dispute, controversy controversy, or claim (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise) (“Dispute”), arising out of of, connected with or related in connection with any way to this Agreement or its subject matter, including any question regarding its existence, negotiation, validity or termination, breachshall be resolved as follows: (a) If a Dispute arises, validity or enforceability a Party may initiate the resolution process by giving notice setting out, in writing and in reasonable detail, the issues in Dispute and the value of any Claim to the other Party (including any nona “Notice of Claim”). A meeting between the relevant Parties, attended by individuals with decision-contractual disputes or claimsmaking authority, must take place within thirty (30) days from the date the Notice of Claim was sent in an attempt to resolve the Dispute through direct negotiations. (“Dispute”b) If the Dispute is not resolved by direct negotiations within sixty (60) days from the date the Notice of Claim was sent, the Dispute shall be referred to, to and finally resolved by, by final and binding arbitration under by the Rules of Singapore International Arbitration Centre (the “LCIA RulesSIAC”) of pursuant to the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There SIAC arbitration rules. The arbitration shall be heard and determined by three (3) arbitrators. The claimant in the request for arbitration and the respondent in the response shall each designate one person to act as arbitrator. The two arbitrators so selected shall, within thirty (30) days after their appointment, select a third arbitrator who shall serve as the chairperson of the Arbitral Tribunal. The arbitrators selected shall be qualified by education, training, and experience to hear and determine matters in the nature of the Dispute. If a Party fails to appoint an arbitrator as provided herein, or if the arbitrators selected by the Parties are unable or fail to agree upon a third arbitrator, then that arbitrator shall be selected and appointed in accordance with the LCIA SIAC Rules. The claimant party and None of the respondent party arbitrators shall each nominate one (1) arbitrator. Where either party fails have been an employee of or consultant to nominate an arbitrator any Party or any of its Affiliates within the time provided five (5) year period preceding the arbitration, or have any financial interest in the dispute, controversy or claim. The arbitrators may not award punitive damages or damages for Consequential Loss except those awarded to Persons other than indemnified Persons under this Agreement for which responsibility is being allocated between the Parties. The Tribunal shall award to the Party prevailing in the arbitration its costs, expert witness fees and expenses and reasonable attorneys’ fees and expenses along with compound interest thereon calculated at a reasonable commercial rate. Judgment upon the award rendered by the LCIA Rules, that arbitrator shall arbitrators may be appointed by the LCIAentered in any court having jurisdiction thereof. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, seat of arbitration shall be LondonSingapore, England. 9.5 The language of the arbitration and all proceedings shall be English. 9.6 conducted in the English language. The award Parties agree that if any question of law arises in the course of the arbitrators shall arbitral proceedings or arises out of an award, no application may be final made or appeal brought to the High Court of England on such a question of law, and binding on the parties, Parties expressly waive their successors and assignsrights to make such an application or bring such an appeal under Sections 45 or 69 of the English Arbitration Act 1996 (or any amendment thereto).

Governing Law and Dispute Resolution. 9.1 20.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by by, and construed in accordance with with, the laws of England and WalesSingapore. 9.2 Any dispute, controversy 20.2 In case any dispute or claim difference shall arise amongst any of the Parties as to the construction of this Agreement or as to any matter or thing of whatsoever nature arising out of or in connection with this Agreement or its subject matterAgreement, including any question regarding its existence, negotiation, validity or termination, breach, validity such dispute or enforceability (including any non-contractual disputes or claims) (“Dispute”) difference shall be referred to, to and finally resolved by, by binding arbitration under the Rules of Arbitration (the “"LCIA Rules”") of the London Court of International Arbitration (the “LCIA”) "LCIA Court"), for the time being in force, which rules LCIA Rules are deemed to be incorporated by reference into to this Clause 9.2. 9.3 There Clause. The parties also agree that the arbitration shall be three (3) arbitrators appointed conducted in accordance with according to the LCIA Rules1999 International Bar Association Rules on the Taking of Evidence in International Commercial Arbitration. The claimant party and arbitration panel shall consist of three members. Except where otherwise agreed by the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided parties or determined by the LCIA RulesCourt, for the purposes of Article 8.1 of the LCIA Rules the Parties agree that arbitrator in the case of any dispute (i) between the Purchaser and the Vendor, (ii) between the Company and the Purchaser or (iii) between the Company and the Vendor, each of the two parties to such a dispute shall represent separate sides for the formation of the arbitral tribunal as claimant and respondent respectively (or vice versa). Accordingly, each of such parties shall nominate one member of the panel. The two members shall agree on the third member within thirty (30) days. If the two members of the panel are unable to agree on the third, the LCIA Court shall appoint the third member. The language to be used in the arbitral proceeding shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, English and all arbitral proceedings shall be nominated by agreement conducted in London, England, which shall be the seat of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing partiesarbitration. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose shall bear its own arbitratorcosts associated with the arbitration of any dispute, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language all fees and other costs of the arbitration proceedings proceeding shall be English. 9.6 shared equally between the parties. The award of the arbitrators shall be final and binding on the parties, their successors parties and assignsmay be entered and enforced in any court having jurisdiction.

Governing Law and Dispute Resolution. 9.1 7.1 This Agreement Agreement, including the interpretation and any disputeenforcement thereof, controversy or claim and the resolution of all disputes between the Parties arising out of or in connection with it or its subject matterresulting from this Agreement, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by by, interpreted and construed in accordance with the laws of England Texas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Texas. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and Wales. 9.2 Any dispute, controversy or claim arising out of or shall be disclaimed in and excluded from any Subcontracts entered into by Continuing Party in connection with the Work or the Train 4 Facility. 7.2 If any dispute arises out of, results from, or relates to this Agreement which the Parties are unable to settle amicably within [***] ([***]) days after the dispute arises (or its subject mattersuch longer period as may be agreed upon by the Parties in writing), including any question regarding its existencethen the Parties agree that such dispute shall be decided by binding arbitration in Houston, negotiationTexas. Unless otherwise agreed by the Parties, terminationthe arbitration shall be administered by the Houston, breach, validity or enforceability Texas office of the American Arbitration Association (“AAA”) and shall be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including any non-contractual disputes or claimsProcedures for Large, Complex Construction Disputes) (“Dispute”) shall be referred to, and finally resolved by, arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into ). The arbitration held under this Clause 9.2. 9.3 There Agreement shall be decided by three (3) arbitrators arbitrators, appointed in accordance with the LCIA Rules. The claimant party and the respondent party as follow: each Party shall each nominate be permitted to choose one (1) arbitrator. Where either party fails to nominate an arbitrator within , and the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days chosen by the Parties shall choose the N-4 RGLNG T4 – Xxxxxxx – Train 4 EPC Agreement third arbitrator in accordance with the Rules, who will serve as the chairperson of the confirmation tribunal. The N-5 RGLNG T4 – Xxxxxxx – Train 4 EPC Agreement arbitrator(s) shall determine the rights and obligations of the appointment Parties according to the substantive law of the second arbitratorstate of Texas, or in default excluding its conflict of such agreementlaw principles, appointed by as would a court for the LCIA. Notwithstanding anything state of Texas; provided, however, the law applicable to the contrary in validity of the LCIA Rules, in agreeing upon a third arbitratorarbitration clause, the two arbitrators may communicate directly with each conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other and their respective appointing partiesquestion of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be Londonconducted in the English language. If a consolidation of arbitrations under this Agreement and the Novated Contract occur, Englandfor the purposes of selecting arbitrators, the Outgoing Party and Incoming Party shall be considered one party. 9.5 7.3 The language of the arbitration proceedings shall be English. 9.6 The award of the arbitrators shall be final and binding binding, in writing, signed by the arbitrator or all of the arbitrators (as applicable), and shall state the reasons upon which the award thereof is based. The Parties agree that judgment on the partiesarbitration award may be entered by any court having jurisdiction thereof. The prevailing Party in any action or proceeding shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action or proceeding including reasonable legal fees and costs at arbitration. 7.4 Notwithstanding any dispute, their successors it shall be the responsibility of each Party to continue to perform its obligations under this Agreement pending resolution of the dispute. Incoming Party shall, subject to its right to withhold or offset amounts pursuant to the terms of the Novated Contract, continue to pay Continuing Party undisputed amounts in accordance with the Novated Contract. In no event shall the occurrence of any negotiation, litigation or arbitration prevent or limit either Party from exercising its rights under the Novated Contract, including Incoming Party and assignsContinuing Party’s right to terminate pursuant to Article 16 of the Novated Contract.

Governing Law and Dispute Resolution. 9.1 10.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed interpreted in accordance with the laws of England and WalesEngland, excluding any choice of law rules that would direct the application of the laws of another jurisdiction. 9.2 10.2 Any dispute, controversy or claim dispute arising out of or in connection with relating to this Agreement (whether contractual, tortious, equitable, statutory or its subject matterotherwise), including any question regarding its existence, negotiationvalidity, termination, interpretation, performance or breach, validity or enforceability which cannot be amicably resolved by the Parties within thirty (including any non-contractual disputes or claims30) days of the date that one Party notifies the other Parties in writing of the existence of such dispute, shall be finally and exclusively resolved by arbitration administered by and conducted in accordance with the arbitration rules of the International Chamber of Commerce (“DisputeICC”) in effect on the date the arbitration commences except as they may be modified herein. The arbitration shall be referred to, heard and finally resolved by, arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated determined by reference into this Clause 9.2. 9.3 There shall be three (3) arbitrators. The claimant and the respondent shall each appoint an arbitrator within thirty (30) days of the submission of a notice of arbitration. The two arbitrators so appointed shall appoint a presiding arbitrator within thirty (30) days following the appointment of the two arbitrators. If the two arbitrators cannot reach agreement on a presiding arbitrator and/or one side fails to appoint an arbitrator within the foregoing time limits, the appointing authority for the implementation of such procedure shall be the President of the ICC acting in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided rules adopted by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitratorICC for this purpose, who shall act as appoint an impartial arbitrator who does not have any financial interest in the chairman dispute. The seat of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of England and the arbitration proceedings shall be English. 9.6 conducted in the English language. The award decision of the majority of the arbitrators shall be final final, binding, and binding on enforceable without the partiesright of appeal and without the necessity of being confirmed by a court. Judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction over the person or the assets of the Person owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, their successors and assignsas the case may be. 10.3 No Party shall be liable to any other Party for any indirect, punitive or consequential damages resulting from or arising out of this Agreement, including any loss of profits or opportunity to earn profits, business interruption, or business opportunities, however the same may be caused. No arbitration award or decision shall include or award any of the aforesaid damages to any Party. 10.4 The Parties’ representations under this Agreement shall not form the basis for or give rise to any claim, demand or cause of action which is asserted, claimed, made or filed following the expiration of one (1) year after the date of this Agreement, except to the extent asserted, claimed, made or filed by way of defense or counterclaim to a claim by the other Party (however, any such counterclaim shall be allowed only to the extent the same is offsetting).

Governing Law and Dispute Resolution. 9.1 33.1 This Agreement and any dispute, controversy or claim non-contractual obligations arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and WalesEnglish law. 9.2 (a) Any dispute, claim, difference or controversy arising out of, relating to or claim having any connection with this Agreement (including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claimsit) (“a "Dispute”") shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration the International Chamber of Commerce (the “LCIA "Rules”"), which Rules (as amended from time to time) of the London Court of International Arbitration (the “LCIA”) which rules are hereby deemed to be incorporated by reference into this Clause 9.2.Agreement. For these purposes: 9.3 There (i) the seat of arbitration shall be London; (ii) there shall be three arbitrators (3) arbitrators appointed each of whom shall be a lawyer experienced in accordance with the LCIA Rulesinternational securities transactions). Each Party shall nominate one arbitrator. The claimant party and two arbitrators will, within 30 days of their confirmation under the respondent party ICC Rules, select the third arbitrator who shall each nominate one (1) arbitratoract as President. Where either party fails If the two arbitrators fail to nominate an select the third arbitrator within such time limit, the time provided by the LCIA Rules, that third arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as ICC Court of International Arbitration; and (iii) the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be English. 9.6 (b) The arbitration proceedings, including all documents, submissions, written and oral evidence, transcripts and correspondence used therein or relating thereto, as well as any order or award issued in connection therewith shall be strictly confidential ("Confidential Arbitration Information"). Notwithstanding this provision, but without prejudice to any other confidentiality obligation which may otherwise be applicable, each party may disclose any Confidential Arbitration Information (i) to a domestic court, for the purposes of setting aside and/or enforcement proceedings pending before such domestic court which it deems necessary for the purposes of those proceedings, after seeking an appropriate confidentiality order from such court, if available under the applicable law; or (ii) to the extent required by applicable law or pursuant to the rules or regulations of any applicable supervisory or regulatory body or stock exchange. (c) The Parties agree that, for so long as any of the Notes are listed and traded on a Stock Exchange, the Issuer or any Agent may provide details of the award of a tribunal (in full or in part) to the arbitrators shall be final and binding on relevant Stock Exchange or publish such information, in either case pursuant to its obligations under the parties, their successors and assignsrules of the relevant Stock Exchange or the Market Abuse Regulation (EU 596/2014) (as amended).

Governing Law and Dispute Resolution. 9.1 This License Agreement and any dispute, controversy or claim non-contractual obligations and any and all disputes arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and WalesEnglish law. 9.2 Any dispute, controversy or claim claim, be it contractual or non-contractual, arising out of or in connection with this Agreement or its subject matterLicense Agreement, including any question regarding its formation, existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claims) (“Dispute”) termination shall be referred to, to and finally resolved by, resolved: 9.2.1 By arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules (the “Rules”). The Rules are deemed to be incorporated by reference into this Clause 9.2clause 9). 9.3 There 9.2.2 The number of arbitrators shall be three (3) arbitrators appointed in accordance with ), each Party having the LCIA Rules. The claimant party and the respondent party shall each right to nominate one (1) arbitrator. Where either party If one Party fails to nominate appoint an arbitrator within thirty (30) days of receiving notice of the time provided appointment of an arbitrator by the LCIA Rulesother Party, then that arbitrator shall be appointed by the LCIA. . 9.2.3 The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated chosen by agreement of the first two (2) party-arbitrators chosen by or on behalf of the Parties. If s/he is not chosen and appointed arbitrators within fifteen (15) Business Days days of the confirmation date on which the later of the appointment of the second arbitratortwo-Party appointed arbitrators is appointed, or in default of such agreement, s/he shall be appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 9.2.4 The seat, or legal place, seat of arbitration shall be London, England. 9.5 England where all hearings and meetings shall be held, unless the Parties agree otherwise. The language of to be used in the arbitration arbitral proceedings shall be English. It is agreed that, unless this License Agreement or any other document executed in connection herewith shall be officially translated into, or appear in, a language other than English, the English version shall govern and control. 9.6 9.2.5 The Parties reserve the right of appeal from an award of the arbitral tribunal to any court having jurisdiction on any question of fact or law. To the extent that it conflicts with this right, Rule 29.2 of the LCIA Rules is hereby disapplied. 9.2.6 It is agreed that the arbitrators shall have no authority to award exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under the relevant applicable law, the Parties hereby waiving their right, if any, to recover such damages. 9.2.7 The Parties agree that the arbitrators shall have the power to award on a provisional basis any relief that they would have power to grant on a final award. 9.2.8 This arbitration clause, including its validity and binding scope, shall be governed by English law. 9.2.9 Without prejudice to the powers of the arbitrators provided by the Rules, statute or otherwise, the arbitrators shall have power at any time, on the partiesbasis of written evidence and the submissions of the Parties alone, their successors to make an award in favour of the claimant (or the respondent if a counterclaim) in respect of any claims (or counterclaims) to which there is no reasonably arguable defence, either at all or except as to the amount of any damages or other sum to be awarded. 9.2.10 Nothing in this Clause 9 shall be construed as preventing either Party from seeking conservatory or similar interim relief in any court of competent jurisdiction nor shall anything in this Clause 9 prohibit a Party from bringing an action to enforce a money judgment in any other jurisdiction. 9.2.11 The Parties agree that the arbitration and assignsany facts, documents, awards or other information related to the arbitration or the dispute, controversy or claim to which it relates shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of the other Party, unless such disclosure is required to comply with any legal or regulatory requirement.

Governing Law and Dispute Resolution. 9.1 This 13.1 The substantive law of Texas, without regard to any conflicts of laws principles that could require application of any other law, shall govern the interpretation of this Agreement and any dispute, controversy controversy, or claim (collectively, a “Dispute”) arising out of of, relating to, or in connection any way connected with it or its subject matterthis Agreement, including, without limitation, the existence, negotiation, validity, terminationperformance, breach, or termination thereof. Notwithstanding the foregoing, the Parties intend that no provision of this Agreement shall, by virtue of the Contracts (Rights of Third Parties) Xxx 0000 confer any benefit on, or be enforceable by, any person or entity which is not a party to this Agreement. 13.2 Any Dispute arising out of, relating to, or in any way connected with this Agreement, including, without limitation, the existence, validity, performance, breach or enforceability (including non-contractual disputes or claims) termination thereof, shall be governed settled by final and construed binding arbitration in accordance with the laws International Arbitration Rules of England and Wales. 9.2 Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability the American Arbitration Association (including any non-contractual disputes or claims) 2001). The appointing authority (the “DisputeAppointing Authority”) shall be referred tothe International Centre for Dispute Resolution or other appointing authority as agreed by the Parties. 13.3 The seat of the arbitration shall be Houston, Texas. 13.4 The arbitration shall be conducted by three arbitrators, unless all parties to the Dispute agree to a sole arbitrator within thirty (30) days after the filing of the arbitration. For greater certainty, for purposes of this Section, the filing of the arbitration means the date on which the claimant’s request for arbitration is received by the other parties to the Dispute. 13.5 If the arbitration is to be conducted by a sole arbitrator, then the arbitrator will be jointly selected by the parties to the Dispute. If the parties to the Dispute fail to agree on the arbitrator within thirty (30) days after the filing of the arbitration, then the Appointing Authority shall appoint the arbitrator. 13.6 If the arbitration is to be conducted by three arbitrators, then each party to the Dispute shall appoint one arbitrator within thirty (30) days of the filing of the arbitration, and finally resolved by, arbitration under the Rules of Arbitration two arbitrators so appointed shall select the presiding arbitrator within thirty (30) days after the “LCIA Rules”) latter of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There shall be three (3) two arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be has been appointed by the LCIAparties to the Dispute. The third arbitrator, who shall act as If a party to the chairman of Dispute fails to appoint its party-appointed arbitrator or if the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within fifteen (15) Business Days the applicable time period, then the Appointing Authority shall appoint the remainder of the confirmation of three arbitrators not yet appointed. 13.7 If the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitratorParties initiate multiple arbitration proceedings, the two arbitrators subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then all such proceedings may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude be consolidated into a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do sosingle arbitral proceeding. 9.4 13.8 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be Englishconducted in the English language and the arbitrators shall be fluent in the English language. 9.6 13.9 The award of the arbitrators arbitral tribunal shall be final and binding and shall include findings of fact and conclusions of law. Judgment on the partiesaward of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction. 13.10 All notices required for any arbitration proceeding shall be deemed properly given if sent in accordance with Article 14. 13.11 All arbitrators shall be and remain at all times wholly impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the parties to the Dispute concerning the arbitration or the underlying Dispute other than communications directly concerning the selection of the presiding arbitrator, where applicable. 13.12 Any party to the Dispute may apply to a court for interim measures including, but not limited to, injunctions, attachments and conservation orders (i) prior to the constitution of the arbitral tribunal (and thereafter as necessary to enforce the arbitral tribunal’s rulings); or (ii) in the absence of the jurisdiction of the arbitral tribunal to rule on interim measures in a given jurisdiction. The Parties agree that seeking and obtaining such interim measures shall not waive the right to arbitration. The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, attachments and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone, by videoconference or by other means that permit the parties to the Dispute to present evidence and arguments. 13.13 The arbitral tribunal is authorized to award costs and attorneys’ fees and to allocate them between the parties to the Dispute. The costs of the arbitration proceedings, including attorneys’ fees, shall be borne in the manner determined by the arbitral tribunal, but in the absence of a finding of egregious breach of contract against a Party to the arbitration proceedings by the arbitral tribunal, the Parties shall bear their successors own costs and assignsattorney’s fees arising from the arbitration proceedings. 13.14 The award may include interest, as determined by and at the rate set by the arbitral award, from the date of any default or other breach of this Agreement until the arbitral award is paid in full. 13.15 The arbitral award shall be made and payable in United States dollars, free of any tax or other deduction. The arbitral award shall bear interest at the then current LIBOR rate on the date of the arbitral award plus two per cent (LIBOR + 2%), compounded monthly on the unpaid balance of the principal, until the arbitral award is paid in full. 13.16 The Parties waive their rights to claim or recover, and the arbitral tribunal shall not award, any punitive, multiple, or other exemplary damages (whether statutory or common law) except to the extent such damages have been awarded to a third party and are subject to allocation between or among the parties to the Dispute. 13.17 To the extent permitted by law, any right to appeal or challenge any arbitral decision or award, or to oppose enforcement of any such decision or award before a court or any governmental authority, is hereby waived by the Parties except with respect to the limited grounds for modification or non-enforcement provided by any applicable arbitration statute or treaty.

Governing Law and Dispute Resolution. 9.1 18.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) Dispute shall be governed by and construed in accordance with the laws of England and WalesEngland. 9.2 18.2 Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claims) (“Dispute”) Dispute shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) then in force (the “Rules”), which rules are deemed to be incorporated by reference into this Clause 9.218 (Governing Law and Dispute resolution), and capitalised terms used in this Clause 18 (Governing Law and Dispute resolution) which are not otherwise defined in this Agreement have the meaning given to them in the Rules. 9.3 18.3 There shall be three (3) arbitrators appointed arbitrators, one of which shall be nominated by the claimant(s) and one of which shall be nominated by the respondent(s) in accordance with the LCIA Rules. The claimant party Rules and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitratorthird, who shall act as be the chairman Chairman of the tribunal, shall be nominated by agreement the two party nominated arbitrators within [***] of the first two (2) last of their appointments. In the event of any failure to nominate an arbitrator within the designated time period, the LCIA shall, at the written request of any party-appointed arbitrators within fifteen (15) Business Days of , make the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIAremaining appointments forthwith. Notwithstanding anything any provision to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two parties and arbitrators may communicate directly with each other nominate and their respective appointing parties. Each the LCIA may appoint arbitrators (including the Chairman of the tribunal) from among the nationals of any country, whether or not a party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event is a national of that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do socountry. 9.4 18.4 The seat, or legal place, of arbitration shall be London, England. 9.5 , at a location to be determined by the tribunal. The language of to be used in the arbitration arbitral proceedings shall be English. Where testimony or a document is provided in a language other than English, a translation of such testimony or document shall be provided in the English language, and shall be certified as a true, complete and accurate translation by a recognised translator. 9.6 The 18.5 Any such award of the arbitrators shall be final and binding on the partiesParties and judgment upon the award may be entered in any court having jurisdiction and any right of appeal under the Arbitration Xxx 0000 or otherwise or reference of points of law to the courts is hereby waived, their successors to the extent that such waiver can be validly made. 18.6 Each Party retains the right to seek interim, provisional or conservatory measures and assignsto confirm and enforce any arbitral award, and any such request shall not be deemed incompatible with the agreement or a waiver of the right to arbitrate. The courts of England, Cyprus, the Netherlands or the Russian Federation shall have non-exclusive jurisdiction in respect of any such interim, provisional or conservatory measure. A Party may seek confirmation or enforcement of an arbitral award in any court having jurisdiction. 18.7 Each Party hereby consents generally in respect of any arbitration proceedings arising out of, or in connection with, this Agreement or a Dispute hereunder to the giving of any relief or the issue of any process in connection with such proceedings including the making, enforcement or execution against any property (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings. 18.8 Each Party agrees that the arbitration agreement set out in this Clause 18 (Governing Law and Dispute resolution) and the arbitration agreement contained in each other Transaction Document (other than the Local Services Agreements and all documents entered into pursuant to the Local Services Agreements) shall together be deemed to be a single arbitration agreement. 18.9 Each Party consents to being joined to any arbitration commenced under any Transaction Document on the application of any other Party if the arbitral tribunal so allows, and subject to and in accordance with the Rules. Before the constitution of the arbitral tribunal, any party to an arbitration commenced pursuant to this Clause 18 (Governing Law and Dispute resolution) may effect joinder by serving notice on any party to any Transaction Document whom it seeks to join to the arbitration proceedings, provided that such notice is also sent to all other parties to the Dispute and the LCIA Court within [***] of service of the Request for Arbitration. The joined party will become a claimant or respondent party (as appropriate) to the arbitration proceedings and participate in the arbitrator appointment process set out in Clause 18.3. 18.10 An arbitral tribunal constituted under this Agreement may consolidate an arbitration hereunder with an arbitration under any other Transaction Document if the arbitration proceedings raise common questions of law or fact, and subject to and in accordance with the Rules. For the avoidance of doubt, this Clause 18.10 is an agreement in writing by all parties to any arbitrations to be consolidated for the purposes of Article 22.1(ix) of the Rules. If an arbitral tribunal has been constituted in more than one of the arbitrations in respect of which consolidation is sought pursuant to this Clause 18.10, the arbitral tribunal which shall have the power to order consolidation shall be the arbitral tribunal appointed in the arbitration with the earlier Commencement Date under Article 1.4 of the Rules (i.e., the first-filed arbitration). Notice of the consolidation order must be given to any arbitrators already appointed in relation to any of the arbitration(s) which are to be consolidated under the consolidation order, all parties to those arbitration(s) and the LCIA Registrar. Any appointment of an arbitrator in the other arbitrations before the date of the consolidation order will terminate immediately and the arbitrator will be deemed to be discharged. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by any court in support of that arbitration before that arbitrator’s appointment is terminated; his or her entitlement to be paid proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. If this clause operates to exclude a Party’s right to choose its own arbitrator, each Party irrevocably and unconditionally waives any right to do so. 18.11 To the extent permitted by Applicable Law, each Party waives any objection, on the basis that a Dispute has been resolved in a manner contemplated by Clauses 18.9 to 18.10, to the validity and/or enforcement of any arbitral award. 18.12 Each Party agrees that any arbitration under this Clause 18 (Governing Law and Dispute resolution) shall be confidential to the Parties and the arbitrators, and that each Party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by a regulatory authority, or required of it by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. 18.13 The law of this arbitration agreement, including its validity and scope, shall be English law. 18.14 This arbitration agreement shall be binding upon any person who acquires rights under this Agreement by operation of law or otherwise. Any such person who intends to commence legal proceedings in relation to a Dispute arising out of or in connection with this Agreement shall, as a precondition of commencing such proceedings, give prior written notice to all the Parties to this Agreement that it agrees to be bound by this Clause 18 (Governing Law and Dispute resolution).

Governing Law and Dispute Resolution. 9.1 10.1 This Agreement (including the remaining provisions of this clause) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. 10.2 Any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with this Agreement) (a “Dispute”) shall be referred to, to and finally resolved by, by arbitration under in accordance with the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) in force as at the date of this Agreement (the “Rules”), which rules Rules are deemed to be incorporated by reference into this Clause 9.2.clause 10. For these purposes: 9.3 There (a) the seat of arbitration shall be London; (b) there shall be three arbitrators, each of whom shall have no personal interest in the arbitration and each of whom shall have no connection with any party thereto; (3c) arbitrators appointed the parties to the Dispute shall each nominate one arbitrator in accordance with the LCIA RulesRules and both party-nominated arbitrators shall nominate further arbitrator who shall be the presiding arbitrator if appointed by the LCIA. The claimant party In cases where there are multiple claimants and/or multiple respondents, the claimants jointly, and the respondent party respondents jointly shall each nominate one (1) arbitrator. Where either In the event that any party fails to nominate an arbitrator within the time provided limits specified by the LCIA Rules, that arbitrator such arbitrator(s) shall be appointed by the LCIA. The third arbitrator, who shall act as If the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed nominated arbitrators fail to nominate an arbitrator to be the presiding arbitrator within fifteen (15) Business Days of the confirmation 15 days of the appointment of the second party-nominated arbitrator, or in default of such agreement, the presiding arbitrator shall be selected and appointed by the LCIA. Notwithstanding anything to ; (d) the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be English; and (e) Sections 45 and 69 of the Arbitration Xxx 0000 shall not apply. 9.6 The award 10.3 In relation to any proceedings in any jurisdiction with respect to this Agreement, the Issuer waives generally all immunity it or its assets or revenues may otherwise have in such jurisdiction, including immunity in respect of: (a) the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and (b) the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues. By: By: .............................................................. [CALCULATION AGENT] [Address of Calculation Agent] Telefax No: [●] Attention: [●] By: .............................................................. Series number Issue Date Maturity Date [title of relevant Series of Notes] By depositing this duly completed Put Notice with the Registrar for the above Series of Notes (the “Notes”), the undersigned holder of the arbitrators Notes surrendered with this Put Notice and referred to below irrevocably exercises its option to have [the full/.......](1) nominal amount of the Notes redeemed in accordance with Condition 6.5 (Redemption at the option of the Noteholders (Investor Put)) on [redemption date]. Terms and expressions defined in the Agency Agreement (the “Agency Agreement”, which expression includes the same as it may be amended, supplemented, novated or restated from time to time) dated 1 April 2019 between, inter alios, Saudi Arabian Oil Company and Citibank N.A., London Branch shall have the same meanings in this Put Notice, except where the context does not permit. This Put Notice relates to Notes in the aggregate nominal amount of bearing the following serial numbers: If the Notes or a new Note in respect of the balance of the Notes referred to above are to be final returned(2) to the undersigned under clause 14.4 of the Agency Agreement, they should be returned by uninsured post to: Please make payment in respect of the above-mentioned Notes by [cheque posted to the above address/transfer to the following bank account](1): Bank: Branch Address: Branch Code: Account Number: Signature of holder: Received by: [To be completed by recipient Registrar/Paying Agent] [Signature and binding on stamp of Registrar/Paying Agent] At its office at: On: (1) Complete as appropriate. (2) The Agency Agreement provides that Notes so returned will be sent by post, uninsured and at the partiesrisk of the Noteholder, their successors unless the Noteholder otherwise requests and assignspays the costs of such insurance to the relevant Paying Agent at the time of depositing the Note referred to above.

Governing Law and Dispute Resolution. 9.1 This Agreement 15.1 The Bond Instrument is governed by, and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and WalesHong Kong. 9.2 15.2 Any dispute, controversy or claim arising in any way out of or in connection with this Agreement Bond Instrument (including: (1) any issue regarding contractual, pre-contractual or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes rights, obligations or claimsliabilities; and (2) any issue as to the existence, validity, breach or termination of this Bond Instrument) (a “Dispute”) shall be referred to, to and finally resolved by, by binding arbitration under administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with such Rules (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules ). The Rules are deemed to be incorporated by reference into this Clause 9.2clause and as may be amended by the rest of this clause. 9.3 There 15.3 The arbitration shall be conducted as follows: 15.4 The arbitration tribunal (“Tribunal”) shall consist of three (3) arbitrators appointed in accordance with the LCIA Rulesarbitrators. The claimant party claimant(s) and the respondent party respondent(s) shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within , and the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-arbitrators thus appointed shall nominate the third arbitrator who shall be the presiding arbitrator; if the claimant(s) or the respondent(s) fails to appoint the arbitrator within fourteen (14) days of a request to do so from the other party(ies), or if the two (2) arbitrators fail to nominate the third arbitrator within fifteen fourteen (1514) Business Days of the confirmation of days after the appointment of the second arbitrator, or in default the appointment shall be made, upon request of such agreementa party, appointed by the LCIA. Notwithstanding anything to HKIAC in accordance with the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 15.5 The seat, or legal place, seat of the arbitration shall be London, EnglandHong Kong. This Clause 15 shall be governed by the laws of the Hong Kong. 9.5 15.6 The language of the arbitration proceedings shall be English. 9.6 The 15.7 Any award of the arbitrators Tribunal shall be made in writing and shall be final and binding on the partiesparties from the day it is made. The parties undertake to carry out any award without delay. 15.8 The parties waive any right to apply to any court of law and/or other judicial authority to determine any preliminary point of law and/or review any question of law and/or the merits, insofar as such waiver may validly be made. The parties shall not be deemed, however, to have waived any right to challenge any award on the ground that the Tribunal lacked substantive jurisdiction and/or on the ground of serious irregularity affecting the Tribunal, the proceedings or the award to the extent allowed by the law of the seat of arbitration. Nothing in this Clause 15 shall be construed as preventing any party from seeking conservatory or interim relief from any court of competent jurisdiction. SIGNED, SEALED and DELIVERED ) as a DEED by ) ) as the authorised signatory of and for and on behalf of ) ACT GENOMICS HOLDINGS COMPANY LIMITED ) in the presence of: ) (Signature of witness) Witness’ name: Witness’ address: Witness’ occupation: 1. An amount equal to any loss, liability, cost and expense incurred by each Group Company and each of the Buyer and their successors and assigns.respective Affiliates, directors, officers or employees which arises (directly or indirectly) out of or in connection with:

Governing Law and Dispute Resolution. 9.1 32.1 This Agreement (including the remaining provisions of this Clause 31) and any dispute, controversy or claim non- contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, English law. 32.2 Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement (including any dispute as to its subject matter, existence, negotiation, validity, terminationinterpretation, performance, breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claimsit) (“a "Dispute”") shall be referred to, to and finally resolved by, by arbitration under in accordance with the Arbitration Rules of Arbitration (the “LCIA "Rules”") of the London Court of International Arbitration (the “"LCIA”"), which Rules (as amended from time to time) which rules are deemed to be incorporated by reference into this Clause 9.2.31. For these purposes: 9.3 There (a) the seat of arbitration shall be London, England; (b) there shall be three (3) arbitrators appointed arbitrators, each of whom shall be disinterested in accordance the arbitration, shall have no connection with any party to the LCIA RulesDispute and shall be an attorney experienced in international securities transactions. The claimant party and parties to the respondent party Dispute shall each nominate one (1) arbitrator and both arbitrators in turn shall appoint a further arbitrator who shall be the chairman of the tribunal. In cases where there are multiple claimants and/or multiple respondents, the class of claimants jointly, and the class of respondents jointly shall each nominate one arbitrator. Where either If one party or both fails to nominate an arbitrator within the time provided limits specified by the LCIA Rules, that arbitrator such arbitrator(s) shall be appointed by the LCIA. The If the party•nominated arbitrators fail to nominate the third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators arbitrator within fifteen (15) Business Days of the confirmation 15 days of the appointment of the second arbitrator, or in default of such agreement, arbitrator shall be appointed by the LCIA. Notwithstanding anything to ; and (c) the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be English. 9.6 The award 32.3 Each of the arbitrators Issuer and the Guarantor irrevocably appoints Xxxxxx and Calder at its registered office at 11th Floor, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx as its authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for service of process or ceases to be registered in England, the Issuer and the Guarantor shall forthwith appoint a new agent for service of process in England and shall notify the Agents of such appointment. The Issuer and the Guarantor will procure that, so long as any of the Capital Securities remains outstanding, a person with an office in London shall be final appointed to accept service. Nothing in this Clause 32.3 shall affect the right to serve process in any other manner permitted by law. 32.4 To the extent that the Issuer or the Guarantor may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and binding on to the partiesextent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to the Issuer or the Guarantor or its assets or revenues, their successors each of the Issuer and assignsthe Guarantor agrees not to claim and irrevocably and unconditionally waives such immunity to the fullest extent permitted by the laws or such jurisdiction. Further, each of the Issuer and the Guarantor irrevocably and unconditionally consents to the giving of any relief or the issue of any legal proceedings, including, without limitation, jurisdiction, enforcement, prejudgment proceedings and injunctions in connection with any Disputes.

Governing Law and Dispute Resolution. 9.1 (a) This Agreement and will be governed by the laws of India. (b) Save to the extent that this Agreement expressly provides otherwise, any dispute, controversy or claim dispute arising out of or in connection with it or its subject matterthe interpretation, existence, negotiation, validity, terminationperformance, breach or enforceability (including non-contractual disputes termination this Agreement during or claims) after the expiry of the last Term shall be governed by and construed determined in accordance with the laws of England and Walesthis Clause 36. This applies whether or not an express reference to this Clause 36 is made in this Agreement. 9.2 Any dispute, controversy (c) The Parties shall attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through negotiations between the respective senior executives of the Parties who have authority to settle the dispute. (d) All disputes arising out of or in connection with this Agreement or its subject matter, (including any question regarding its existence, negotiation, termination, breach, validity or enforceability termination) during or after the expiry of the Term which have not been resolved pursuant to Clause 36(c) within thirty (including any non-contractual disputes or claims30) (“Dispute”) days of the reference to negotiations shall be referred toto arbitration in Thiruvananthapuram, and finally resolved by, arbitration under India in accordance with the Rules of Arbitration of the International Centre for Alternate Dispute Resolution (the “LCIA Rules”) and shall be subject to the provisions of the London Court of International Indian Arbitration and Conciliation Xxx 0000 (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2Arbitration). 9.3 (e) The Arbitration will be conducted in the English language. (f) There shall be a panel of three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party of whom each Party shall each nominate select one (1) arbitrator. Where either party fails to nominate an arbitrator within and the time provided by the LCIA Rules, that third arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen so selected. If the two (152) Business Days of the confirmation of arbitrators disagree, the appointment shall be made in accordance with the Rules. (g) The cost of Arbitration shall form an issue between the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary Parties and be borne as provided in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do soarbitration award. 9.4 (h) The seat, or legal place, of arbitration arbitrators shall be London, England. 9.5 make a reasoned award (the Award). The language of Parties agree that the arbitration proceedings shall be English. 9.6 The award of the arbitrators Award shall be final and binding on the partiesParties as from the date that it is made and to give effect to the Award without delay. (i) The Parties agree that the Award may be enforced against the Concessionaire and/or the Authority, as the case may be, and their successors and assignsrespective assets wherever situated. (j) Performance of this Agreement shall continue during any Arbitration proceedings unless the Parties agree to a suspension or if such continuation is impossible or is prevented on account of the nature of the dispute. (k) In the event that the Concessionaire is, under Clause 36, involved in dispute resolution proceedings that raise issues of fact or law which, in whole or in part, are substantially the same as issues of fact or law already pending in dispute resolution proceedings under any Subcontract, such issues shall be joined or consolidated with the issues in the ongoing proceedings (or the ongoing proceedings shall be joined with the new proceedings under this Agreement) at the option of the Concessionaire. THE PARTIES DULY EXECUTED THIS AGREEMENT as set out below on the date specified above.

Governing Law and Dispute Resolution. 9.1 35.1 This Agreement (including the remaining provisions of this Clause 35) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. 35.2 Any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question dispute, claim, difference or controversy regarding as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity or any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with it) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the LCIA Arbitration Rules of Arbitration (the “LCIA Rules”), which Rules (as amended from time to time) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2.35. For these purposes: 9.3 There (a) the seat or legal place of arbitration will be London, England; (b) the language of the arbitration shall be English; and (c) there shall be three (3) arbitrators appointed arbitrators, each of whom shall be disinterested in accordance the arbitration and shall have no connection with the LCIA Rulesany party thereto and shall be an attorney experienced in international securities transactions. The claimant party and parties to the respondent party Dispute shall each nominate one (1) arbitrator and both arbitrators in turn shall appoint a further arbitrator who shall be the chairman of the tribunal. In cases where there are multiple claimants and/or multiple respondents, the class of claimants jointly, and the class of respondents jointly, shall each nominate one arbitrator. Where either If one party or both fails to nominate an arbitrator within the time provided limits specified by the LCIA Rules, that arbitrator such arbitrator(s) shall be appointed by the LCIA. The If the party nominated arbitrators fail to nominate the third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators arbitrator within fifteen (15) Business Days of the confirmation 15 days of the appointment of the second arbitrator, or in default of such agreement, arbitrator shall be appointed by the LCIA. Notwithstanding anything to . 35.3 Each of the contrary Trustee and Dar Al-Arkan has appointed Law Debenture Corporate Services Limited at its registered office at 8th Floor, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX as its agent for service of process in the LCIA RulesEngland, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators andhas undertaken that, in the event of Law Debenture Corporate Services Limited ceasing so to act or be able to act or ceasing to be registered in England, it will immediately appoint another person approved by the Delegate as its agent for service of process in England on terms acceptable to the Agents, failing which the Agents may appoint another process agent for this purpose. Nothing herein shall affect the right to serve proceedings in any matter permitted by law. The Trustee and Dar Al-Arkan agree that failure by a process agent to notify it of any process will not invalidate service. 35.4 Each of the parties to this Agreement irrevocably agrees that no interest will be payable or receivable under or in connection with this Agreement or any other Transaction Document and if any proceedings in relation to a Dispute (Proceedings) are brought by or on behalf of a party under this Agreement, it will: (a) not claim any judgment interest under, or in connection with, such Proceedings; and (b) to the fullest extent permitted by law, waive all and any entitlement it may have to judgment interest awarded in its favour as a result of such Proceedings. For the avoidance of doubt, nothing in this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration 35.4 shall be Londonconstrued as a waiver of rights in respect of any Rental, England. 9.5 The language Required Amount, Exercise Price, Certificateholder Put Right Exercise Price, Change of Control Put Right Exercise Price, Tangibility Event Put Right Exercise Price, Full Reinstatement Value, Loss Shortfall Amount, Murabaha Instalment Profit Amount, Murabaha Profit Amount, Deferred Sale Price, Periodic Distribution Amount, Dissolution Distribution Amount or any other amounts payable by the Trustee (in any capacity) or Dar Al-Arkan (in any capacity) pursuant to the Transaction Documents and/or the Conditions, howsoever such amounts may be described or recharacterised by any court or arbitral tribunal. Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Facsimile No: +00 000 000 0000 Attention: Managing Director, Corporate Trust, Debt & Agency Services 0, Xxxxxxxxx Xxxxxx Xxxxxxxx L-1115 Luxembourg Luxembourg Facsimile No: +000 000 000 Attention: Coupon Paying Department [On letterhead of the arbitration proceedings shall be English. 9.6 The award Trustee] [for use if the Calculation Agent is not Deutsche Bank AG, London Branch] [Name of Calculation Agent] [Address] Dear Sir or Madam, U.S.$2,500,000,000 Trust Certificate Issuance Programme (the Programme) [specify Series, currency and amount, if appropriate] We refer to the amended and restated agency agreement dated 7 June 2022 entered into in respect of the arbitrators above referenced Programme (as amended or supplemented from time to time, the Agency Agreement) between ourselves, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A., a copy of which has been supplied to you by us. All terms and expressions which have defined meanings in the Agency Agreement shall be final and binding on have the parties, their successors and assignssame meanings when used herein.

Governing Law and Dispute Resolution. 9.1 ‌ 32.1 This Agreement (including the remaining provisions of this Clause 32) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, English law. 32.2 Subject to Clause 32.3 any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with it) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) Arbitration Rules (the Rules), which rules Rules (as amended from time to time) are deemed to be incorporated by reference into this Clause 9.2.32.2. For these purposes:‌ 9.3 There shall be three (3) arbitrators appointed in accordance with 32.2.1 the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, seat or legal place, place of arbitration shall be London; 32.2.2 there shall be three arbitrators, England.each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions; and 9.5 The 32.2.3 the language of the arbitration proceedings shall be English. 9.6 The award 32.3 Notwithstanding Clause 32.2 above, any Agent may, in the alternative, and at its sole discretion, by notice in writing to the Trustee and the Bank:‌ 32.3.1 within 28 days of service of a Request for Arbitration (as defined in the Rules); or 32.3.2 in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If any Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with Clause 32.4 and, subject as provided below, any arbitration commenced under Clause 32.2 in respect of that Dispute will be terminated. Each of the arbitrators parties to the terminated arbitration (other than the Delegate or the Agents, whose costs will be borne by the Bank) will bear its own costs in relation thereto. If any notice to exercise the option to litigate is given after service of any Request for Arbitration in respect of any Dispute, the Agent must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: 32.3.1 the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; 32.3.2 such arbitrator's entitlement to be paid his proper fees and disbursements; and 32.3.3 the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. 32.4 In the event that a notice pursuant to Clause 32.3 is issued, the following provisions shall be final apply:‌ 32.4.1 subject to Clause 32.4.3 below, the courts of England or the courts of the ADGM, at the option of the Delegate or the Agents, shall have exclusive jurisdiction to settle any Dispute and binding on each of the partiesTrustee and the Bank submits to the exclusive jurisdiction of such courts;‌ 32.4.2 each of the Trustee and the Bank agrees that the courts of either England or the ADGM, their successors as the case may be, at the option of the Delegate or the Agents, as the case may be, are the most appropriate and assigns.convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and‌

Governing Law and Dispute Resolution. 9.1 17.1 This Agreement and any disputeAgreement, controversy or claim arising out regardless of or in connection with it or its subject matterthe place of execution, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be subject to, governed by and construed in accordance with the laws of England and WalesIndia, without regard to the conflict of laws principles under the law of India. 9.2 17.2 Any disputeand all disputes, controversy controversies, claims, disagreements or claim differences (“Disputes”) between or among the Purchaser, on the one hand, and the Seller on the other hand, hereto arising out of or in connection with this Agreement or its subject matterperformance, including any question regarding its existence, negotiation, termination, the breach, validity termination or enforceability invalidity thereof, shall, as far as it is possible, be settled amicably through good faith consultation between the Purchaser and the Seller. If after thirty (including 30) days of consultation, the Purchaser and the Seller have failed to reach an amicable settlement on any non-contractual disputes Dispute, then the Purchaser may, upon the delivery of a written notice to the Seller, or claims) (“Dispute”) the Seller may, upon the delivery of a written notice to the Purchaser, refer such Dispute to final and binding arbitration in accordance with the following terms: 17.2.1 Arbitration shall be referred to, and finally resolved by, arbitration under conducted in accordance with the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) , which rules Rules are deemed to be incorporated by reference into this Clause 9.2Clause. This Agreement and the rights and obligations of the Purchaser and the Seller shall remain in full force and effect pending the award in such arbitration Proceeding. 9.3 There 17.2.2 The number of arbitrators shall be three (3), of whom the Seller shall appoint one (1) arbitrators appointed in accordance with the LCIA Rules. The claimant party arbitrator and the respondent party Purchaser shall each nominate appoint one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-arbitrators so appointed arbitrators within fifteen (15) Business Days of shall appoint the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 17.2.3 The seat, or legal place, of arbitration shall be Londonconducted in Singapore and the arbitration Proceedings shall be conducted in English and all documents (including submissions, Englandwitness evidence, documentary evidence, legal authorities and correspondence) must be submitted in English or accompanied by English translations paid for by the Party submitting the documents. 9.5 17.2.4 The language final arbitration award will be in writing and shall specify with reasonable detail the facts of the Dispute and the reasons justifying the tribunal’s decision. The arbitration proceedings shall be English. 9.6 The award of the arbitrators shall be final and binding on the partiesPurchaser and the Seller. The Parties agree that any court proceedings required to be taken to enforce the final arbitration award shall be brought only in the courts in India, their successors and assignsthat no Party shall seek to enforce the final arbitration award in any courts outside India. 17.2.5 Nothing shall preclude a Party from seeking interim relief, from any court having jurisdiction to grant the same. The pursuit of interim relief shall not be a waiver of the duty of the Purchaser and the Seller to pursue any remedy through the arbitration process described in this Clause.. 17.2.6 Each Party shall bear its own costs and expenses incurred in connection with any Dispute and/or arbitration.

Governing Law and Dispute Resolution. 9.1 (1) This Agreement (including the remaining provisions of this clause 33) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. (2) Subject to subclause (3) any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with this Agreement) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (LCIA) (the “LCIA”Rules), which Rules (as amended from time to time) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two subclause (2). For these purposes: (a) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, seat of arbitration shall be London; (b) there shall be three arbitrators, England.each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. The claimant(s), irrespective of number, shall nominate jointly one arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator, and a third arbitrator (who shall act as presiding arbitrator) shall be nominated by the arbitrators nominated by or on behalf of the claimant(s) and respondent(s) or, in the absence of agreement on the third arbitrator within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, the third arbitrator shall be chosen by the LCIA Court (as defined in the Rules); and 9.5 The (c) the language of the arbitration proceedings shall be English. 9.6 The award (3) Notwithstanding subclause (2) above, the Agents may, in the alternative, and at their sole discretion, by notice in writing to the Issuer: (a) within 28 days of service of a Request for Arbitration (as defined in the Rules); or (b) in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If any Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with subclause (4) and, subject as provided below, any arbitration commenced under subclause (2) in respect of that Dispute will be terminated. Each of the arbitrators parties to the terminated arbitration will bear its own costs in relation thereto. If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, any Agent must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: (i) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before their appointment is terminated; (ii) their entitlement to be paid their proper fees and disbursements; and (iii) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. (4) In the event that a notice pursuant to subclause 33(3) is issued, the following provisions shall apply: (a) subject to subclause (c) below, the courts of England shall have exclusive jurisdiction to settle any Dispute and the Issuer submits to the exclusive jurisdiction of such courts; (b) the Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and (c) this subclause (4) is for the benefit of the Agents only. As a result, and notwithstanding subclause 33(4)(a) above, any Agent may take proceedings relating to a Dispute (Proceedings) in any other courts with jurisdiction. To the extent allowed by law, any Agent may take concurrent Proceedings in any number of jurisdictions. (5) The Issuer appoints Law Debenture Corporate Services Limited at its registered office at Xxxxxx Xxxxx, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process in England, and agrees that, in the event of Law Debenture Corporate Services Limited ceasing so to act or ceasing to be final registered in England, it will appoint another person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings or Disputes. Nothing in this clause 33 shall affect the right to serve process in any other manner permitted by law. (6) The Issuer irrevocably and binding on unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the partiesgiving of any relief or the issue of any process, their successors and assignsincluding without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings or Disputes.

Governing Law and Dispute Resolution. 9.1 8.1 This Agreement and any disputeBond Instrument is governed by, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with with, the laws of England and WalesHong Kong. 9.2 8.2 Any dispute, controversy or claim arising in any way out of or in connection with this Agreement Bond Instrument (including: (1) any issue regarding contractual, pre-contractual or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes rights, obligations or claimsliabilities; and (2) any issue as to the existence, validity, breach or termination of this Bond Instrument) (a “Dispute”) shall be referred to, to and finally resolved by, by binding arbitration under administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with such Rules (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules ). The Rules are deemed to be incorporated by reference into this Clause 9.2clause and as may be amended by the rest of this clause. 9.3 There 8.3 The arbitration shall be conducted as follows: 8.3.1 The arbitration tribunal (“Tribunal”) shall consist of three (3) arbitrators appointed in accordance with the LCIA Rulesarbitrators. The claimant party claimant(s) and the respondent party respondent(s) shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within , and the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-arbitrators thus appointed shall nominate the third arbitrator who shall be the presiding arbitrator; if the claimant(s) or the respondent(s) fails to appoint the arbitrator within fourteen (14) days of a request to do so from the other party(ies), or if the two (2) arbitrators fail to nominate the third arbitrator within fifteen fourteen (1514) Business Days of the confirmation of days after the appointment of the second arbitrator, or in default the appointment shall be made, upon request of such agreementa party, appointed by the LCIA. Notwithstanding anything to HKIAC in accordance with the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 8.3.2 The seat, or legal place, seat of the arbitration shall be London, EnglandHong Kong. This Clause 8 shall be governed by the laws of the Hong Kong. 9.5 8.3.3 The language of the arbitration proceedings shall be English. 9.6 The 8.3.4 Any award of the arbitrators Tribunal shall be made in writing and shall be final and binding on the partiesparties from the day it is made. The parties undertake to carry out any award without delay. 8.3.5 The parties waive any right to apply to any court of law and/or other judicial authority to determine any preliminary point of law and/or review any question of law and/or the merits, their successors and assignsinsofar as such waiver may validly be made. The parties shall not be deemed, however, to have waived any right to challenge any award on the ground that the Tribunal lacked substantive jurisdiction and/or on the ground of serious irregularity affecting the Tribunal, the proceedings or the award to the extent allowed by the law of the seat of arbitration. Nothing in this Clause 8 shall be construed as preventing any party from seeking conservatory or interim relief from any court of competent jurisdiction.

Governing Law and Dispute Resolution. 9.1 ‌‌ 33.1 This Agreement (including the remaining provisions of this Clause 33) and any dispute, controversy or claim non-contractual obligations arising out of or in connection with it or its subject matterare governed by, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) and shall be governed by and construed in accordance with the laws of England and Waleswith, English law. 9.2 33.2 Any dispute, claim, difference or controversy arising out of, relating to or claim having any connection with this Agreement (including any dispute, claim, difference or controversy relating to any non- contractual obligations arising out of or in connection with this Agreement it; and any dispute, claim, difference or its subject matter, including any question controversy regarding its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including any non-contractual disputes termination or claimsthe consequences of its nullity) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the LCIA Arbitration Rules of Arbitration (the “LCIA Rules”), which Rules (as amended from time to time) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2.33. For these purposes: 9.3 There (a) the seat of arbitration will be London; (b) there shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall arbitrators, each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator of whom shall be appointed by disinterested in the LCIA. The third arbitratorarbitration, who shall act as have no connection with any party thereto and shall be an attorney experienced in international securities transactions; and (c) the chairman language of the tribunal, arbitration shall be nominated by agreement English. 33.3 The Issuer appoints Xxxxxx and Xxxxxx at its registered office at 11th Floor, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other process and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators andundertakes that, in the event of Xxxxxx and Calder being unable or unwilling for any reason so to act, it will immediately (and in any event within 30 days of the event taking place) appoint another person as its agent for service of process in England in respect of any Disputes. Failure by a process agent to notify the person that this Clause 9.3 operates to exclude a party’s appointed it of any process will not invalidate the relevant proceedings. Nothing herein shall affect the right to choose its own arbitrator, serve process in any other manner permitted by law.‌ 33.4 The Issuer hereby irrevocably and unconditionally waives any right to do soclaim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Disputes. 9.4 The seat33.5 This Agreement contains the whole agreement between the parties to this Agreement relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement. SCHEDULE 1‌‌ ISIN: XS2346530244 Common Code: 234653024 Oman Arab Bank SAOG (the Issuer) hereby certifies that Citivic Nominees Limited is, at the date hereof, entered in the Register as the holder of the aggregate principal amount of U.S.$250,000,000 (TWO HUNDRED AND FIFTY MILLION U.S. DOLLARS) of a duly authorised issue of Perpetual Tier 1 Capital Securities (the Capital Securities) described above by the Issuer. This Global Certificate is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 4 June 2021 and made between, inter alios, the Issuer, Citigroup Global Markets Europe AG (the Registrar) and the other Agents named in it. This Global Certificate is issued subject to, and with the benefit of, the Conditions. References herein to the Conditions (or to any particular numbered Condition) shall be to the Conditions (or that particular one of them) set out in Part 2 of Schedule 2 to the Agency Agreement. Words and expressions defined or set out in the Conditions shall have the same meaning when used in this Global Certificate. Subject to and in accordance with the Conditions, the registered holder of this Global Certificate is entitled to receive on such date(s) (if any) as all or any of the Capital Securities represented by this Global Certificate may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Capital Securities represented by this Global Certificate on each such date and distributions (if any) on the principal amount of the Capital Securities from time to time represented by this Global Certificate calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, all in accordance with the Conditions. On any redemption or a distribution being made in respect of, or legal placepurchase and cancellation of, any of arbitration the Capital Securities represented by this Global Certificate, details of such redemption, distribution or purchase and cancellation (as the case may be) shall be Londonentered by the Registrar in the Register. Upon any such redemption or purchase and cancellation, England. 9.5 The language the principal amount of the arbitration proceedings Capital Securities held by the registered holder hereof shall be English. 9.6 The award reduced by the principal amount of the arbitrators Capital Securities so redeemed or purchased and cancelled. The principal amount of the Capital Securities held by the registered holder hereof shall be final the aggregate principal amount stated in the Conditions or, if lower, the principal amount most recently entered in the Register. Capital Securities represented by this Global Certificate are transferable only in accordance with, and binding subject to, the provisions of this Global Certificate and of Condition 3 and the rules and operating procedures of Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg).Upon the exchange of this Global Certificate (in whole but not in part) for individual certificates (each, an Individual Certificate) (only upon the occurrence of an Exchange Event (as defined below)), details of such exchange shall be entered by or on behalf of the partiesRegistrar in the Register. Upon any such exchange, their successors title to a Capital Security may be transferred into the names of holders notified by the registered holder of this Global Certificate in accordance with the Conditions, provided that the principal amount of the Capital Securities transferred shall be an authorised denomination and assignsthe Individual Certificates in respect of Capital Securities so transferred may not be available until 21 days after the request for transfer is duly made. The Registrar will not register title to the Capital Securities in a name other than that of the registered holder of this Global Certificate for a period of seven calendar days preceding the due date for any payment of principal or distributions in respect of the Capital Securities.

Governing Law and Dispute Resolution. 9.1 34.1 This Agreement (including the remaining provisions of this Clause 34) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. 34.2 Subject to Clause 34.3, any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with it) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) (the Rules), which rules Rules (as amended from time to time) are deemed to be incorporated by reference into this Clause 9.2.34. For these purposes: 9.3 There shall be three (3a) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, seat of arbitration shall be London; (b) there shall be three arbitrators, England.each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions; and 9.5 The (c) the language of the arbitration proceedings shall be English. 9.6 The award 34.3 Notwithstanding Clause 34.2 above, the Delegate and any Agent may, in the alternative, and at its sole discretion, by notice in writing to the Trustee and DIB: (a) within 28 days of service of a Request for Arbitration (as defined in the Rules); or (b) in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If such notice is given, the Dispute to which such notice refers shall be determined in accordance with Clause 34.5 and, subject as provided below, any arbitration commenced under Clause 34.2 in respect of that Dispute will be terminated. With the exception of the arbitrators Delegate (whose costs will be borne by DIB), each of the parties to the terminated arbitration will bear its own costs in relation thereto. 34.4 If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, the Delegate or the relevant Agent, as the case may be, must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: (a) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; (b) his entitlement to be paid his proper fees and disbursements; and (c) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. 34.5 In the event that a notice pursuant to Clause 34.3 is issued, the following provisions shall apply: (a) subject to paragraph (c) below, the courts of England or the courts of the Dubai International Financial Centre, at the option of the Delegate or any Agent, shall have exclusive jurisdiction to settle any Dispute and each of the Trustee and DIB submits to the exclusive jurisdiction of such courts; (b) each of the Trustee and DIB agrees that the courts of England or the courts of the Dubai International Financial Centre, as applicable, are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and (c) this Clause 34.5 is for the benefit of the Delegate and the Agents only. As a result, and notwithstanding paragraph (a) above, the Delegate and any Agent may take proceedings relating to a Dispute (Proceedings) in any other courts with jurisdiction. To the extent allowed by law, the Delegate and any Agent may take concurrent Proceedings in any number of jurisdictions. 34.6 Each of the Trustee and DIB appoints Xxxxxx and Xxxxxx at its registered office at 00xx Xxxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as its agent for service of process and undertakes that, in the event of Xxxxxx and Calder ceasing so to act or ceasing to be final registered in England, it will appoint another person approved by the Delegate as its agent for service of process in England in respect of any Proceedings or Disputes. Nothing herein shall affect the right to serve proceedings in any manner permitted by law. 34.7 DIB agrees that, to the extent that it may claim for itself or its assets or revenues immunity from jurisdiction, enforcement, prejudgment proceedings, injunctions and binding all other legal proceedings and relief and to the extent that such immunity (whether or not claimed) may be attributed to it or its assets or revenues, it will not claim and irrevocably and unconditionally waives such immunity in relation to any Proceedings or Disputes. Further, DIB irrevocably and unconditionally consents to the giving of any relief or the issue of any legal proceedings, including without limitation, jurisdiction, enforcement, prejudgement, proceedings and injunctions in connection with any Proceedings or Disputes. 34.8 If any arbitration is commenced in relation to a Dispute and/or any Proceedings are brought by or on behalf of a party under this Agreement, each party agrees it will: (a) not claim interest under, or in connection with, such arbitration and/or Proceedings; and (b) to the partiesfullest extent permitted by law, their successors waive all and assignsany entitlement it may have to interest awarded in its favour by any arbitrator as a result of such arbitration and/or by a court as a result of such Proceedings. Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx E-mail: xxx-xxx.xxx@xx.xxx Attention: TSS – Debt and Agency Services 0, Xxxxxxxxx Xxxxxx Xxxxxxxx L-1115 Luxembourg Luxembourg E-mail: xxx.xxxxxxxxx@xx.xxx Attention: Coupon Paying Department [On letterhead of the Trustee] [for use if the Calculation Agent is not Deutsche Bank AG, London Branch] [Date] [Name of Calculation Agent] [Address] Dear Sir or Madam U.S.$7,500,000,000 Trust Certificate Issuance Programme (the Programme) [specify Series, Specified Currency and amount, if appropriate] We refer to the Amended and Restated Agency Agreement dated 16 November 2022 entered into in respect of the above referenced Programme (as amended or supplemented from time to time, the Agency Agreement) between ourselves, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A., a copy of which has been supplied to you by us. All terms and expressions which have defined meanings in the Agency Agreement shall have the same meanings when used herein.

Governing Law and Dispute Resolution. 9.1 8.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be is governed by and shall be construed in accordance with the laws of England and WalesHong Kong. 9.2 8.2 Any dispute, controversy or claim arising from, out of or in connection with this Agreement or its subject matterAgreement, including any question regarding its existence, negotiationvalidity, terminationinterpretation, breach, validity breach or enforceability termination (including any non-contractual disputes or claims) (a “Dispute”) shall be determined in accordance with this Clause. 8.3 Any Dispute shall be referred to, to and finally resolved by, by arbitration under the UNCITRAL Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules Rules are deemed to be incorporated by reference into this Clause 9.2and as may be amended by the rest of this Clause. 9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. 8.4 The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, seat of arbitration shall be London, England. 9.5 Hong Kong and the appointing authority shall be the Hong Kong International Arbitration Centre (the “HKIAC”). The language of to be used in the arbitration proceedings shall be English. 9.6 8.5 The arbitration tribunal shall consist of three arbitrators, one of whom shall be appointed by Telefónica, the other of whom shall be appointed by China Unicom and the third presiding arbitrator shall be appointed by China Unicom and Telefónica jointly, or failing agreement between the Parties within 20 Business Days, by the HKIAC. 8.6 No person shall be nominated or appointed as an arbitrator under Clause 8.5 unless that person has substantial experience in the conduct of commercial disputes and is fluent in English. 8.7 The arbitration award of the arbitrators shall be final and binding on the partiesParties from the day it is made and the Parties agree to be bound thereby and to act accordingly. 8.8 Judgment upon any award rendered by the arbitral tribunal may be entered in, their successors and assignsapplication for judicial confirmation, recognition or enforcement of the award may be made by or in, any court of competent jurisdiction, and each of the Parties irrevocably submits to the jurisdiction of such court for the purposes of this Clause 8 and for the confirmation, recognition or enforcement of any award rendered by the arbitral tribunal, whether in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 or otherwise.

Governing Law and Dispute Resolution. 9.1 (1) This Agreement (including the remaining provisions of this clause 33) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. (2) Subject to subclause (3) any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with this Agreement) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (LCIA) (the “LCIA”Rules), which Rules (as amended from time to time) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two subclause (2). For these purposes: (a) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, seat of arbitration shall be London; (b) there shall be three arbitrators, England.each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. The claimant(s), irrespective of number, shall nominate jointly one arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator, and a third arbitrator (who shall act as presiding arbitrator) shall be nominated by the arbitrators nominated by or on behalf of the claimant(s) and respondent(s) or, in the absence of agreement on the third arbitrator within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, the third arbitrator shall be chosen by the LCIA Court (as defined in the Rules); and 9.5 The (c) the language of the arbitration proceedings shall be English. 9.6 The award (3) Notwithstanding subclause (2) above, the Agents may, in the alternative, and at their sole discretion, by notice in writing to the Issuer: (a) within 28 days of service of a Request for Arbitration (as defined in the Rules); or (b) in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If any Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with subclause (4) and, subject as provided below, any arbitration commenced under subclause (2) in respect of that Dispute will be terminated. Each of the arbitrators parties to the terminated arbitration will bear its own costs in relation thereto. If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, any Agent must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: (i) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before their appointment is terminated; (ii) their entitlement to be paid their proper fees and disbursements; and (iii) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. (4) In the event that a notice pursuant to subclause 33(3) is issued, the following provisions shall apply: (a) subject to subclause (c) below, the courts of England shall have exclusive jurisdiction to settle any Dispute and the Issuer submits to the exclusive jurisdiction of such courts; (b) the Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and (c) this subclause (4) is for the benefit of the Agents only. As a result, and notwithstanding subclause 33(4)(a) above, any Agent may take proceedings relating to a Dispute (Proceedings) in any other courts with jurisdiction. To the extent allowed by law, any Agent may take concurrent Proceedings in any number of jurisdictions. (5) The Issuer appoints Law Debenture Corporate Services Limited at its registered office at Eighth Floor, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process in England, and agrees that, in the event of Law Debenture Corporate Services Limited ceasing so to act or ceasing to be final registered in England, it will appoint another person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings or Disputes. Nothing in this clause 33 shall affect the right to serve process in any other manner permitted by law. (6) The Issuer irrevocably and binding on unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the partiesgiving of any relief or the issue of any process, their successors and assignsincluding without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings or Disputes.

Governing Law and Dispute Resolution. 9.1 33.1 This Agreement (including the remaining provisions of this Clause 33) and any dispute, controversy or claim non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, English law. 33.2 Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement (including any dispute as to its subject matter, existence, negotiation, validity, terminationinterpretation, performance, breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claimsit) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under in accordance with the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”), which Rules (as amended from time to time) which rules are deemed to be incorporated by reference into this Clause 9.2.33. For these purposes:‌ 9.3 There (a) the seat of arbitration shall be London, England; (b) there shall be three (3) arbitrators appointed arbitrators, each of whom shall be disinterested in accordance the arbitration, shall have no connection with any party to the LCIA RulesDispute and shall be an attorney experienced in international securities transactions. The claimant party and parties to the respondent party Dispute shall each nominate one (1) arbitrator and both arbitrators in turn shall appoint a further arbitrator who shall be the chairman of the tribunal. In cases where there are multiple claimants and/or multiple respondents, the class of claimants jointly, and the class of respondents jointly shall each nominate one arbitrator. Where either If one party or both fails to nominate an arbitrator within the time provided limits specified by the LCIA Rules, that arbitrator such arbitrator(s) shall be appointed by the LCIA. The third arbitrator, who shall act as If the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed nominated arbitrators fail to nominate the third arbitrator within fifteen (15) Business Days of the confirmation 15 days of the appointment of the second arbitrator, or in default of such agreement, arbitrator shall be appointed by the LCIA; and (c) the language of the arbitration shall be English.‌ 33.3 Each of the Issuer and the Guarantor irrevocably appoints Xxxxxx and Xxxxxx at its registered office at 11th Floor, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx as its authorised agent for service of process in England. Notwithstanding anything If for any reason such agent shall cease to be such agent for service of process or ceases to be registered in England, the Issuer and the Guarantor shall forthwith appoint a new agent for service of process in England and shall notify the Agents of such appointment. The Issuer and the Guarantor will procure that, so long as any of the Capital Securities remains outstanding, a person with an office in London shall be appointed to accept service. Nothing in this Clause 33.3 shall affect the right to serve process in any other manner permitted by law. 33.4 To the extent that the Issuer or the Guarantor may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the contrary extent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to the LCIA RulesIssuer or the Guarantor or its assets or revenues, in agreeing upon a third arbitrator, each of the two arbitrators may communicate directly with each other Issuer and their respective appointing parties. Each party expressly the Guarantor agrees not to claim and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right such immunity to do so. 9.4 The seatthe fullest extent permitted by the laws or such jurisdiction. Further, or legal place, of arbitration shall be London, England. 9.5 The language each of the arbitration Issuer and the Guarantor irrevocably and unconditionally consents to the giving of any relief or the issue of any legal proceedings, including, without limitation, jurisdiction, enforcement, prejudgment proceedings shall be Englishand injunctions in connection with any Disputes. 9.6 The award of the arbitrators shall be final and binding on the parties, their successors and assigns.

Governing Law and Dispute Resolution. 9.1 34.1 This Agreement (including the remaining provisions of this Clause 34) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. 34.2 Subject to Clause 34.3, any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with it) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) (the Rules), which rules Rules (as amended from time to time) are deemed to be incorporated by reference into this Clause 9.2.34. For these purposes: 9.3 There shall be three (3a) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, seat of arbitration shall be London; (b) there shall be three arbitrators, England.each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions; and 9.5 The (c) the language of the arbitration proceedings shall be English. 9.6 The award 34.3 Notwithstanding Clause 34.2 above, the Delegate and any Agent may, in the alternative, and at its sole discretion, by notice in writing to the Trustee and DIB: (a) within 28 days of service of a Request for Arbitration (as defined in the Rules); or (b) in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If such notice is given, the Dispute to which such notice refers shall be determined in accordance with Clause 34.5 and, subject as provided below, any arbitration commenced under Clause 34.2 in respect of that Dispute will be terminated. With the exception of the arbitrators Delegate (whose costs will be borne by DIB), each of the parties to the terminated arbitration will bear its own costs in relation thereto. 34.4 If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, the Delegate or the relevant Agent, as the case may be, must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: (a) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; (b) his entitlement to be paid his proper fees and disbursements; and (c) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. 34.5 In the event that a notice pursuant to Clause 34.3 is issued, the following provisions shall apply: (a) subject to Clause 34.5(c) below, the courts of England or the courts of the Dubai International Financial Centre, at the option of the Delegate or any Agent, shall have exclusive jurisdiction to settle any Dispute and each of the Trustee and DIB submits to the exclusive jurisdiction of such courts; (b) each of the Trustee and DIB agrees that the courts of England or the courts of the Dubai International Financial Centre, as applicable, are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and (c) this Clause 34.5 is for the benefit of the Delegate and the Agents only. As a result, and notwithstanding Clause 34.5(a) above, the Delegate and any Agent may take proceedings relating to a Dispute (Proceedings) in any other courts with jurisdiction. To the extent allowed by law, the Delegate and any Agent may take concurrent Proceedings in any number of jurisdictions. 34.6 Each of the Trustee and DIB appoints Xxxxxx and Xxxxxx at its registered office at 11th Floor, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as its agent for service of process and undertakes that, in the event of Xxxxxx and Xxxxxx ceasing so to act or ceasing to be final registered in England, it will appoint another person approved by the Delegate as its agent for service of process in England in respect of any Proceedings or Disputes. Nothing herein shall affect the right to serve proceedings in any manner permitted by law. 34.7 DIB agrees that, to the extent that it may claim for itself or its assets or revenues immunity from jurisdiction, enforcement, prejudgment proceedings, injunctions and binding all other legal proceedings and relief and to the extent that such immunity (whether or not claimed) may be attributed to it or its assets or revenues, it will not claim and irrevocably and unconditionally waives such immunity in relation to any Proceedings or Disputes. Further, DIB irrevocably and unconditionally consents to the giving of any relief or the issue of any legal proceedings, including without limitation, jurisdiction, enforcement, prejudgement, proceedings and injunctions in connection with any Proceedings or Disputes. 34.8 If any arbitration is commenced in relation to a Dispute and/or any Proceedings are brought by or on the partiesbehalf of a party under this Agreement, their successors and assigns.each party agrees it will:

Governing Law and Dispute Resolution. 9.1 This 14.1 The Parties agree that this Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed interpreted in accordance with the laws of England and WalesSouth Africa (notwithstanding any conflict of law principles which may apply). 9.2 14.2 Any dispute (“a dispute, controversy or claim ”) between the Parties arising out of or in connection with this Agreement or its the subject mattermatter hereof shall be submitted to and determined by arbitration in accordance with this clause 14. For the purpose hereof the term “dispute” shall be interpreted in the widest sense and shall include any dispute or difference in connection with or in respect of the conclusion or existence of this Agreement, including any question regarding its existencethe carrying into effect of this Agreement, negotiationthe interpretation or application or the provisions of this Agreement, terminationthe Parties respective rights and/or obligations in terms of and/or arising out of this Agreement and/or the validity, breachenforceability, validity rectification, termination or enforceability cancellation, whether in whole or in part, of this Agreement. Share Sale Agreement — Execution Copy (including any non-contractual disputes or claimssignature) 05/02/2007 28 14.3 Either Party (“Disputethe Referring Party”) shall be referred to, and finally resolved by, entitled to refer a dispute to arbitration under in terms of this clause 14 by notifying the Rules other Party in writing of its intention to refer such dispute to arbitration (“the Arbitration Notice”). The Arbitration Notice shall include the names of not less then 5 (five) natural persons which the Referring Party proposes for appointment as arbitrator (“LCIA Rulesthe Arbitrator”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2). 9.3 There shall be three (3) arbitrators appointed in accordance with 14.4 Should the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails Parties fail to nominate agree to an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two 5 (2) party-appointed arbitrators within fifteen (15five) Business Days of the confirmation Arbitration Notice, the Arbitrator shall be appointed, at the written request of either Party (which request shall be copied to the other Party), by the Chairman for the time being of the appointment of Johannesburg Bar Council (or its successor); subject to the second arbitrator, or in default of such agreement, proviso that the Arbitrator so appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon said Chairman shall be a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude practising Senior Counsel of not less than 10 (Ten) years standing or a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do soretired judge. 9.4 The seat, or legal place, of 14.5 Unless otherwise expressly agreed by the Parties in writing: 14.5.1 the arbitration proceedings contemplated herein shall be Londonheld at Sandton, England.South Africa and shall be conducted under the Standard Rules of the Association of Arbitrators (“the Rules”); 9.5 The language of 14.5.2 the arbitration proceedings shall be English. 9.6 The award conducted as expeditiously as possible but the time periods provided for in Section 23(a) of the arbitrators Arbitration Act, 42 of 1965 (as amended) (“the Arbitration Act”) shall not apply thereto; 14.5.3 the decision of the Arbitrator shall be final and binding on and there shall be no right of appeal (notwithstanding the partiesprovisions of the applicable rules); 14.5.4 the Arbitrator shall have the power to direct that either of the Parties shall bear the costs and charges of the proceedings in question in his sole discretion and shall be entitled to direct that the costs and charges be shared by the Parties in such ratios as the Arbitrator may determine; 14.5.5 the Arbitrator shall be required to provide written reasons for his/her judgement, their successors and assignsthe Parties shall use reasonable endeavours to procure that the Arbitrator does so. Share Sale Agreement — Execution Copy (signature) 05/02/2007 29 14.6 The provisions of this clause 14 shall prevail to the extent of there being any conflict between the Rules and this clause 14. 14.7 Subject to the other provisions of this clause 14, the arbitration proceedings contemplated herein shall be held in accordance with the provisions of the Arbitration Act. 14.8 Without derogating from the provisions of clause 7.4.4, but without detracting from the effect (if any) of any other act taken by either Party which may affect the issue of prescription, the Parties irrevocably agree and acknowledge that the Arbitration Notice shall interrupt prescription and shall be deemed to constitute the service of a process for the purpose of interrupting prescription in terms of Section 13 of the Prescription Act, 68 of 1969 (or, as the case may be, the corresponding provision in any amendment thereto or in any replacement legislation). 14.9 The provisions of this clause 14:- 14.9.1 constitute an irrevocable consent by the Parties to the arbitration proceedings contemplated in terms hereof and neither Party shall be entitled to withdraw from the provisions of this clause or claim at any such proceedings that it is not bound by this clause or such proceedings; 14.9.2 are severable from the rest of this Agreement and shall remain in effect despite the termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever. 14.10 Nothing in this clause 14 shall preclude either Party from seeking interim and/or urgent relief from a Court of competent jurisdiction and to this end the Parties hereby consent to the non-exclusive jurisdiction of the High Court of South Africa (Witwatersrand Local Division). Share Sale Agreement — Execution Copy (signature) 05/02/2007 30

Governing Law and Dispute Resolution. 9.1 Governing law 20.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by English law. 20.2 The Parties agree that any claim, dispute, difference or its subject mattercontroversy of whatever nature arising under, out of, relating to or in connection with this Agreement (including any question a claim, dispute, difference or controversy regarding its existence, negotiationtermination, terminationvalidity, interpretation, performance, breach, validity the consequences of its nullity or enforceability (including any non-contractual disputes obligations arising out of or claimsin connection with this Agreement) (a “Dispute”) ), shall be referred to, to and finally resolved by, settled by arbitration under in accordance with the LCIA Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) as at present in force and as modified by this Clause 20.2, which rules are Rules shall be deemed to be incorporated by reference into this Clause 9.2and capitalised terms used in this Clause which are not otherwise defined in this Agreement have the meaning given to them in the Rules. This Clause 20.2 and any non-contractual provisions arising out of or in connection with this Clause 2.2 are governed by English law. 9.3 There (a) The number of arbitrators shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate ), one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided of whom shall be nominated by the LCIA RulesClaimant(s), one by the Respondent(s) and the third (3rd) of whom, who shall act as presiding arbitrator, shall be nominated by the two (2) party-nominated arbitrators, provided that if the third arbitrator has not been nominated within thirty-five (35) days of the nomination of the second party-nominated arbitrator such third (3rd) arbitrator shall be appointed by the LCIALCIA Court. The third arbitratorNotwithstanding the provisions of this Clause 20.2(a), who shall act as the chairman LCIA Court may order expedited formation of the tribunal, shall be nominated by agreement Arbitral Tribunal pursuant to Article 9A of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of Rules and for that purpose the confirmation of LCIA Court may elect and appoint the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIApresiding arbitrator at any time. Notwithstanding anything any provision to the contrary in the LCIA Rules, the Parties may nominate and the LCIA Court may appoint arbitrators (including the presiding arbitrator) from among the nationals of any country, whether or not a Party is a national of that country. (b) The seat or legal place of arbitration shall be London, England, and the language used in agreeing upon the arbitral proceedings shall be English. All documents submitted in connection with the arbitral proceedings shall be in the English language or, if in another language, accompanied by an English translation. Sections 45 and 69 of the Arbitration Xxx 0000 shall not apply. (c) No Party shall be required to give general discovery of documents but may be required only to produce specific, identified documents or classes of documents which are relevant to the Dispute and material to its outcome. (d) Each Party agrees that the arbitration agreement set out in this Clause 20.2 and the arbitration agreement contained in each Related Agreement shall together be deemed to be a third arbitratorsingle arbitration agreement. (e) Each Party consents to being joined to any arbitration commenced under this Agreement or a Related Agreement on the application of any other Party if the Arbitral Tribunal so allows, and subject to and in accordance with the Rules. Before the constitution of the Arbitral Tribunal, any party to an arbitration commenced pursuant to this Clause 20.2 may effect joinder by serving notice on any party to this Agreement or any Related Agreement whom it seeks to join to the arbitration proceedings, provided that such notice is also sent to all other parties to the Dispute and the LCIA Court within twenty-eight (28) days of service of the Request for Arbitration. The joined party will become a claimant or respondent party (as appropriate) to the arbitration proceedings and participate in the arbitrator appointment process in Clause 20.2(a). (f) An Arbitral Tribunal constituted under this Agreement may, unless consolidation would prejudice the rights of any party, consolidate an arbitration hereunder with an arbitration under a Related Agreement if the arbitration proceedings raise common questions of law or fact, and subject to and in accordance with the Rules. For the avoidance of doubt, this Clause 20.2(f) is an agreement in writing by all Parties to any arbitrations to be consolidated for the purposes of Article 22.1(ix) of the Rules. If an Arbitral Tribunal has been constituted in more than one of the arbitrations in respect of which consolidation is sought pursuant to this Clause 20.2(f), the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents Arbitral Tribunal which shall have the power to this process for nominating and appointing order consolidation shall be the arbitrators and, Arbitral Tribunal appointed in the event arbitration with the earlier Commencement Date under Article 1.4 of the Rules (i.e. the first-filed arbitration). Notice of the consolidation order must be given to any arbitrators already appointed in relation to any of the arbitration(s) which are to be consolidated under the consolidation order, all parties to those arbitration(s) and the LCIA Registrar. Any appointment of an arbitrator in the other arbitrations before the date of the consolidation order will terminate immediately and the arbitrator will be deemed to be discharged. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by any court in support of that arbitration before that arbitrator’s appointment is terminated; his or her entitlement to be paid proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. If this Clause 9.3 operates to exclude a partyParty’s right to choose its own arbitrator, each Party irrevocably and unconditionally waives any right to do so. 9.4 The seat(g) To the extent permitted by law, each Party waives any objection, on the basis that a Dispute has been resolved in a manner contemplated by Clause 20.2(e) to 20.2(f), to the validity and/or enforcement of any arbitral award. (h) Each Party agrees that any arbitration under this Clause 20.2 shall be confidential to the Parties and the arbitrators and that each Party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by a regulatory authority, or required of it by legal placeduty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. (i) The law of this arbitration agreement, including its validity and scope, shall be London, EnglandEnglish law. 9.5 The language of the arbitration proceedings (j) This agreement to arbitrate shall be English. 9.6 The award of binding upon the arbitrators shall be final and binding on the partiesParties, their successors and permitted assigns.

Governing Law and Dispute Resolution. 9.1 12.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 12.2 Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claims) (“Dispute”) shall be referred to, and finally resolved by, arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2clause 12.2. 9.3 12.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party Party and the respondent party Party shall each nominate one (1) arbitrator. Where either party Party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party Party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 clause 12.3 operates to exclude a partyParty’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 12.4 The seat, or legal place, of arbitration shall be London, England. 9.5 12.5 The language of the arbitration proceedings shall be English. 9.6 12.6 The award of the arbitrators shall be final and binding on the partiesParties, their successors and assigns. 12.7 Nothing in clauses 12.2 to 12.6 shall limit the rights of the Parties to bring proceedings against another Party in any court of competent jurisdiction in order to: 12.7.1 enforce an arbitration award rendered in accordance with clauses 12.2 to 12.6; or 12.7.2 make a claim for interim or injunctive relief. 12.8 If a Dispute between the Parties under this Agreement is referred to arbitration pursuant to clause 12.2 above, any other Dispute or any dispute, controversy or claim between the same Parties under or connected to any other Transaction Document may be brought in the same arbitration. 12.9 Each Party agrees that if more than one arbitration is commenced under this Agreement or any document related to this Agreement or any other Transaction Document, and any Party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitral tribunal appointed in such proceedings as have been filed with the LCIA first in time shall have the discretion to determine whether, in the interests of justice and efficiency and taking into account the stage of the proceedings and all other relevant circumstances, the proceedings should be consolidated before that arbitral tribunal and any Party should be joined to such proceedings. 12.10 Each Party agrees that it may be joined as an additional party to an arbitration involving other Parties under this Agreement or any document related to this Agreement or any other Transaction Document. Any joined Party (even if it chooses not to participate in the arbitral proceedings) shall be bound by any award rendered by the arbitral tribunal. 12.11 The law of this arbitration agreement shall be the law of England and Wales. 12.12 QIWI and the Investor hereby irrevocably undertake to at all times maintain an agent with an address in England and Wales for service of process and any other documents in proceedings in England or any other proceedings in connection with any of the Transaction Documents, and to keep the other Party advised of the identity and address of such agent, for so long as it has any obligations under any of the Transaction Documents. Any claim form, request for arbitration, judgement or any other notice of legal process whatsoever shall be sufficiently served on: (a) QIWI, if delivered to: QIWI plc c/o Law Debenture Corporate Services Limited Xxxxx Xxxxx 000 Xxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx or (ii) if delivered to the last address notified to the Investor as an address for service under this clause 12. (b) The Investor, if delivered to: (i) Otkritie Capital International Limited 00xx Xxxxx, 00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx or (ii) if delivered to the last address notified to the Investor as an address for service under this clause 12.

Governing Law and Dispute Resolution. 9.1 7.1 This Agreement and Deed, including any dispute, controversy or claim non-contractual obligations arising out of or in connection with it or its subject matterthis Deed, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and WalesHong Kong. 9.2 Any 7.2 If any dispute, controversy or claim of whatever nature arises under, out of or in connection with this Deed, including any question regarding its existence, validity or termination or any non-contractual obligations arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability Deed (including any non-contractual disputes or claims) (a “Dispute”) ), the Parties shall use all reasonable endeavours to resolve the matter amicably within 30 days of the issue of a notice setting out the Dispute (“Dispute Notice”). 7.3 All Disputes, which are unresolved within 30 days of the Dispute Notice pursuant to Clause 7.2 and which a Party wishes to have resolved, shall be referred upon the application of any Party to, and finally resolved by, settled by arbitration under in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”), in force at the time when the request for arbitration by a Party is served in accordance with the Rules (“LCIA ICC Rules”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 ). There shall be three (3) arbitrators appointed in accordance with the LCIA ICC Rules, as amended by this Clause 7. The claimant party seat of the arbitration shall be Hong Kong. The language of the arbitration shall be English. This arbitration agreement shall be governed by Hong Kong law. 7.4 The Warrantors shall be entitled to jointly nominate one (1) arbitrator and any of the Transferor, the Transferee and the respondent party Purchaser Guarantor shall each be entitled to jointly nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman president of the tribunal, shall be nominated chosen by agreement of the first two (2) party-appointed arbitrators nominated by the Parties respectively. If any relevant party fails to nominate an arbitrator in accordance with the provisions of this Clause 7.4 or if the arbitrators nominated by the Parties fail to nominate the third arbitrator in accordance with the provisions of this Clause 7.4 within fifteen thirty (1530) Business Days of days after the confirmation later of the appointment of or confirmation as arbitrators (as the second arbitrator, or in default case may be) of such agreementarbitrators, the relevant arbitrator(s) shall be appointed by the LCIA. Notwithstanding anything to President of the contrary in International Court of Arbitration of the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do soICC. 9.4 7.5 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be English. 9.6 The arbitral award of the arbitrators shall be final and binding on upon the partiesParties and shall be enforceable in accordance with its terms. 7.6 Any arbitration expenses shall be paid by the losing Party or as fixed by the arbitral tribunal. If it becomes necessary for a Party to enforce an arbitral award by legal action of any kind, their successors the defaulting Party shall pay all reasonable costs and assignsexpenses and attorneys’ fees, including any cost of additional litigation or arbitration that shall be incurred by the Party seeking to enforce the award. 7.7 Nothing in this Clause 7 shall preclude any Party from seeking interim relief or orders from interim preservation in any court of competent jurisdiction. Any such application to court shall not be considered demonstrating an intention to act inconsistently in any way with the agreement to settle Dispute by arbitration in accordance with this Clause 7.

Governing Law and Dispute Resolution. 9.1 This Agreement and any dispute19.1. Subject to Clause 19.3, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) this Bunker Contract shall be governed by and construed in accordance with English law. The 1980 United Nations Convention on Contracts for the laws International Sale of England and WalesGoods (CISG) shall not apply. 9.2 19.2. Any dispute, controversy or claim dispute arising out of or in connection with this Agreement or its subject matterBunker Contract, including any question regarding its existence, negotiation, validity or termination, breach, validity or enforceability (including any non-contractual disputes or claims) (“Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) , which rules Rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There clause. The number of arbitrators shall be three (3) arbitrators appointed in accordance with the LCIA Rules). The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 . The language of to be used in the arbitration arbitral proceedings shall be English. 9.6 19.3. The award General Maritime Law of the arbitrators United States shall always apply with respect to the existence of a maritime lien, regardless of the country in which Seller takes legal action. Seller shall be final entitled to assert its rights of lien or attachment or other rights, whether in law, in equity or otherwise, in any jurisdiction where the Vessel may be found. 19.4. If any procedure of any nature whatsoever is instituted under Clause 19, in connection with any dispute arising out of this Bunker Contract or to interpret or enforce any rights under this Bunker Contract, the prevailing party shall have the right to recover from the losing party its reasonable costs and binding attorneys’ fees incurred in such proceeding. 19.5. The Seller has the option to immediately cancel the Agreement for the account and risk of the Buyer and shall not be obliged to perform any contractual obligation if at any time the Seller, in its sole discretion, has reasonable grounds to believe that the Vessel, the Charterer of the Vessel, the Owners (of any proportion) of the Vessel, the officers of the Vessel, the Operators and/or Manager of the Vessel, or any other person or entity in any way related to the Agreement of delivery is/are: a) Listed on the partiesUnited States of America’s OFAC Specially Designated Nationals List; b) Listed on the United Kingdom’s HM Treasury Office of Financial Sanctions Implantation; c) Covered by any United States, their successors and assignsUnited Nations, European Union or Singapore sanctions; or d) Covered by sanctions of any other jurisdiction and/or administration. 19.6. The Seller shall have no liability for any loss, delays, claims or damages of whatever kind suffered by the Buyer due to a cancellation under Clause 19.5.

Governing Law and Dispute Resolution. 9.1 31.1 This Agreement and any dispute, controversy dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and WalesEnglish law. 9.2 Any 31.2 If any dispute, controversy or claim arising between the Parties arises out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity termination or enforceability invalidity (including any non-contractual disputes or claims"Dispute") they shall use all reasonable endeavours to resolve the Dispute amicably. If the Parties are unable to resolve the Dispute within twenty (“20) Business Days of one side receiving written notification of the Dispute”) , such Dispute shall be referred to, to and finally resolved by, by arbitration under the Arbitration Rules of Arbitration the LCIA Court then in force (the “"LCIA Rules”) of the London Court of International Arbitration (the “LCIA”") which rules are deemed to be incorporated by reference into this Clause 9.231. 9.3 31.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party Party and the respondent party Party shall each nominate one (1) arbitrator. Where either party fails there is more than one (1) claimant Party all such claimants shall attempt to nominate agree on their nomination of an arbitrator within the time provided by the LCIA Rules, failing which that arbitrator shall will be appointed by the LCIALCIA Court. Where there is more than one (1) respondent Party all such respondents shall attempt to agree on their nomination of an arbitrator failing which that arbitrator will be appointed by the LCIA Court. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) partyParty-appointed approved arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do soCourt. 9.4 31.4 The seat, or legal place, place of arbitration shall be London, England. 9.5 31.5 The language of the arbitration proceedings shall be English. 9.6 31.6 The award of the arbitrators shall be final and binding on the parties, their successors and assignsParties.

Governing Law and Dispute Resolution. 9.1 32.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, English law. 32.2 Subject to Clause 32.3, any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with this Agreement) (a “Dispute”) shall be referred to, to and finally resolved by, by arbitration under in accordance with the Arbitration Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”), which Rules (as amended from time to time) which rules are deemed to be incorporated by reference into this Clause 9.2.32.2. For these purposes: 9.3 There 32.2.1 the seat of arbitration shall be London; 32.2.2 there shall be three (3) arbitrators appointed arbitrators, each of whom shall be disinterested in accordance the arbitration, shall have no connection with the LCIA Rulesany party thereto and shall be an attorney experienced in international securities transactions. The claimant party and parties to the respondent party Dispute shall each nominate one (1) arbitrator and both arbitrators in turn shall appoint a further arbitrator who shall be the chairman of the tribunal. In cases where there are multiple claimants and/or multiple respondents, the class of claimants jointly, and the class of respondents jointly, shall each nominate one arbitrator. Where either Without prejudice to Article 8 of the LCIA Rules, in the event that one party or both fails to nominate an arbitrator within the time provided limits specified by the LCIA Rules, that arbitrator such arbitrator(s) shall be appointed by the LCIA. The In the event that the party nominated arbitrators fail to nominate the third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators arbitrator within fifteen (15) Business Days of the confirmation 15 days of the appointment of the second arbitrator, or in default of such agreement, arbitrator shall be appointed by the LCIA. Notwithstanding anything to ; and 32.2.3 the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, or legal place, of arbitration shall be London, England. 9.5 The language of the arbitration proceedings shall be English. 9.6 The award 32.3 Notwithstanding Clause 32.2 above, an Agent may, in the alternative, and at its sole discretion, by notice in writing to the Issuer and the Guarantor: 32.3.1 within 28 days of service of a Request for Arbitration (as defined in the Rules); or 32.3.2 in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If any Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with Clause 32.4 and, subject as provided below, any arbitration commenced under Clause 32.2 in respect of that Dispute will be terminated. Each of the arbitrators parties to the terminated arbitration will bear its own costs in relation thereto. If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, the relevant Agent must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: 32.3.3 the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; 32.3.4 his entitlement to be paid his proper fees and disbursements; and 32.3.5 the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. 32.4 In the event that a notice pursuant to Clause 32.3 is issued, the following provisions shall be final apply: 32.4.1 subject to Clause 32.4.3 below, the courts of England shall have exclusive jurisdiction to settle any Dispute and binding on each of the partiesIssuer and the Guarantor submits to the exclusive jurisdiction of such courts; 32.4.2 each of the Issuer and the Guarantor agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, their successors and assigns.accordingly, that it will not argue to the contrary; and

Governing Law and Dispute Resolution. 9.1 32.1 This Agreement (including the remaining provisions of this Clause 32) and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, English law. 32.2 Subject to Clause 32.3 any dispute, claim, difference or its subject mattercontroversy arising out of, relating to or having any connection with this Agreement (including any question regarding dispute as to its existence, negotiationvalidity, terminationinterpretation, breachperformance, validity breach or enforceability (including termination or the consequences of its nullity and any dispute relating to any non-contractual disputes obligations arising out of or claimsin connection with it) (“a Dispute”) shall be referred to, to and finally resolved by, by arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) Arbitration Rules (the Rules), which rules Rules (as amended from time to time) are deemed to be incorporated by reference into this Clause 9.2.32.2. For these purposes: 9.3 There shall be three (3) arbitrators appointed in accordance with 32.2.1 the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party’s right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so. 9.4 The seat, seat or legal place, place of arbitration shall be London; 32.2.2 there shall be three arbitrators, England.each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions; and 9.5 The 32.2.3 the language of the arbitration proceedings shall be English. 9.6 The award 32.3 Notwithstanding Clause 32.2 above, any Agent may, in the alternative, and at its sole discretion, by notice in writing to the Trustee and the Bank: 32.3.1 within 28 days of service of a Request for Arbitration (as defined in the Rules); or 32.3.2 in the event no arbitration is commenced, require that a Dispute be heard by a court of law. If any Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with Clause 32.4 and, subject as provided below, any arbitration commenced under Clause 32.2 in respect of that Dispute will be terminated. Each of the arbitrators parties to the terminated arbitration (other than the Delegate or the Agents, whose costs will be borne by the Bank) will bear its own costs in relation thereto. If any notice to exercise the option to litigate is given after service of any Request for Arbitration in respect of any Dispute, the Agent must also promptly give notice to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The termination is without prejudice to: 32.3.1 the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; 32.3.2 such arbitrator's entitlement to be paid his proper fees and disbursements; and 32.3.3 the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. 32.4 In the event that a notice pursuant to Clause 32.3 is issued, the following provisions shall apply: 32.4.1 subject to Clause 32.4.3 below, the courts of England or the courts of the ADGM, at the option of the Delegate or the Agents, shall have exclusive jurisdiction to settle any Dispute and each of the Trustee and the Bank submits to the exclusive jurisdiction of such courts; 32.4.2 each of the Trustee and the Bank agrees that the courts of either England or the ADGM, as the case may be, at the option of the Delegate or the Agents, as the case may be, are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and 32.4.3 this Clause 32.4 is for the benefit of the Delegate and the Agents only. As a result, and notwithstanding Clauses 32.4.1 and 32.4.2 above, the Delegate and any Agent may take proceedings relating to a Dispute (Proceedings) in any other courts with jurisdiction. To the extent allowed by law, any Agent may take concurrent Proceedings in any number of jurisdictions. 32.5 Each of the Trustee and the Bank agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to the London branch of the Bank at First Abu Dhabi Bank PJSC, Xxxxxx Xxxxxx, 0xx Xxxxx, 00 Xxxxxx Xxxxxx, London EC4M 5SB, United Kingdom or at any other address for the time being at which process may be served on it in accordance with Section 1139 of the Companies Xxx 0000 (as modified or re-enacted from time to time). If the Bank ceases to have a London branch which can accept service of process on the relevant party's behalf, such relevant party shall, on the written demand of any Agent addressed to the relevant party and delivered to that relevant party, appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Agent shall be final entitled to appoint such a person by written notice addressed to such relevant party and binding on delivered to that relevant party. Nothing in this Clause 32.5 shall affect the partiesright of any Agent to serve process in any other manner permitted by law. This Clause 32 applies to Proceedings in England and to Proceedings elsewhere. 32.6 The Bank consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (without limitation) the making, their successors and assignsenforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which is made or given in such Proceedings.

Governing Law and Dispute Resolution. 9.1 Governing law 31.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by English law. Dispute Resolution 31.2 The Parties agree that any claim, dispute, difference or its subject mattercontroversy of whatever nature arising under, out of, relating to or in connection with this Agreement (including any question a claim, dispute, difference or controversy regarding its existence, negotiationtermination, terminationvalidity, interpretation, performance, breach, validity the consequences of its nullity or enforceability (including any non-contractual disputes obligations arising out of or claimsin connection with this Agreement) (“a "Dispute”) "), shall be referred to, to and finally resolved by, settled by arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Arbitration Rules (the "Rules") as at present in force and as modified by this Clause, which Rules shall be deemed incorporated into this Clause and capitalised terms used in this Clause which are not otherwise defined in this Agreement have the meaning given to them in the Rules. This Clause 31.2 and any non-contractual provisions arising out of or in connection with this Clause 31.2 are governed by English law. 31.2.1 The claimant party number of arbitrators shall be three, one of whom shall be nominated by the Claimant(s), one by the Respondent(s) and the respondent party third of whom, who shall each nominate one (1) act as presiding arbitrator. Where either party fails to nominate an arbitrator within the time provided , shall be nominated by the LCIA Rulestwo party-nominated arbitrators, provided that if the third arbitrator has not been nominated within [***] of the nomination of the second party-nominated arbitrator such third arbitrator shall be appointed by the LCIALCIA Court. The third arbitratorNotwithstanding the provisions of this Clause 31.2.1, who shall act as the chairman LCIA Court may order expedited formation of the tribunal, shall be nominated by agreement Arbitral Tribunal pursuant to Article 9A of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of Rules and for that purpose the confirmation of LCIA Court may elect and appoint the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIApresiding arbitrator at any time. Notwithstanding anything any provision to the contrary in the LCIA Rules, the Parties may nominate and the LCIA Court may appoint arbitrators (including the presiding arbitrator) from among the nationals of any country, whether or not a Party is a national of that country. 31.2.2 The seat or legal place of arbitration shall be London, England, and the language used in agreeing upon a third arbitratorthe arbitral proceedings shall be English. All documents submitted in connection with the arbitral proceedings shall be in the English language or, if in another language, accompanied by an English translation. Sections 45 and 69 of the Arbitration Xxx 0000 shall not apply. 31.2.3 Having regard to the Arbitral Tribunal's general duty set out in section 33(1) of the Arbitration Xxx 0000, the two arbitrators Parties hereby agree that, without derogating from its other powers, the Arbitral Tribunal may, following a written request by any Party at any time after the Response is due, give directions as to a procedure (the "Summary Procedure") for determining (i) whether any claim(s), counterclaim(s) or part(s) thereof is reasonably arguable and/or (ii) whether any reasonably arguable defence to the claim(s), counterclaim(s) or part(s) thereof exists and thereafter make an award (which may communicate directly be a final award) if it determines, respectively, that (i) any claim(s), counterclaim(s) or part(s) thereof is not reasonably arguable or (ii) no such reasonably arguable defence exists. The Arbitral Tribunal shall exercise its discretion under the Arbitration Xxx 0000 to adopt a procedure suitable for the determination of a request made under this Clause 31.2.3 consistently with each its duty as set out in section 33(2) of the Arbitration Xxx 0000. As part of the Summary Procedure, the Party requesting the Summary Procedure shall be required to make a written submission as to why any claim(s), counterclaim(s) or part(s) thereof is appropriate for summary determination and every other party to the arbitration shall have the opportunity to submit a written response to such submission. The Parties acknowledge and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event agree that this Clause 9.3 31.2.3 provides for due process and gives each Party adequate opportunity to be heard, and that no Party shall challenge or resist enforcement of an award made pursuant to this Clause 31.2.3 on the basis of a failure of due process or lack of opportunity to be heard, whether under Article V(1)(b) of the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, Section 68(2)(a) of the Arbitration Xxx 0000 or otherwise. 31.2.4 No Party shall be required to give general discovery of documents but may be required only to produce specific, identified documents or classes of documents which are relevant to the Dispute and material to its outcome. 31.2.5 Each Party agrees that the arbitration agreement set out in this Clause 31.2 and the arbitration agreement contained in each Related Agreement shall together be deemed to be a single arbitration agreement. 31.2.6 Each Party consents to being joined to any arbitration commenced under this Agreement or a Related Agreement on the application of any other Party if the ​ Arbitral Tribunal so allows, and subject to and in accordance with the Rules. Before the constitution of the Arbitral Tribunal, any party to an arbitration commenced pursuant to this Clause 31.2 may effect joinder by serving notice on any party to this Agreement or any Related Agreement whom it seeks to join to the arbitration proceedings, provided that such notice is also sent to all other parties to the Dispute and the LCIA Court within [***] of service of the Request for Arbitration. The joined party will become a claimant or respondent party (as appropriate) to the arbitration proceedings and participate in the arbitrator appointment process in Clause 31.2.1. 31.2.7 An Arbitral Tribunal constituted under this Agreement may, unless consolidation would prejudice the rights of any party, consolidate an arbitration hereunder with an arbitration under a Related Agreement if the arbitration proceedings raise common questions of law or fact, and subject to and in accordance with the Rules. For the avoidance of doubt, this Clause 31.2.7 is an agreement in writing by all Parties to any arbitrations to be consolidated for the purposes of Article 22.1(ix) of the Rules. If an Arbitral Tribunal has been constituted in more than one of the arbitrations in respect of which consolidation is sought pursuant to this Clause 31.2.7, the Arbitral Tribunal which shall have the power to order consolidation shall be the Arbitral Tribunal appointed in the arbitration with the earlier Commencement Date under Article 1.4 of the Rules (i.e. the first-filed arbitration). Notice of the consolidation order must be given to any arbitrators already appointed in relation to any of the arbitration(s) which are to be consolidated under the consolidation order, all parties to those arbitration(s) and the LCIA Registrar. Any appointment of an arbitrator in the other arbitrations before the date of the consolidation order will terminate immediately and the arbitrator will be deemed to be discharged. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by any court in support of that arbitration before that arbitrator's appointment is terminated; his or her entitlement to be paid proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. If this clause operates to exclude a party’s Party's right to choose its own arbitrator, each Party irrevocably and unconditionally waives any right to do so. 9.4 The seat31.2.8 To the extent permitted by law, each Party waives any objection, on the basis that a Dispute has been resolved in a manner contemplated by Clauses 31.2.6 to 31.2.7, to the validity and/or enforcement of any arbitral award. 31.2.9 Each Party agrees that any arbitration under this Clause 31.2 shall be confidential to the Parties and the arbitrators and that each Party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by a regulatory authority, or required of it by legal placeduty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. 31.2.10 The law of this arbitration agreement, including its validity and scope, shall be London, EnglandEnglish law. 9.5 The language of the arbitration proceedings 31.2.11 This agreement to arbitrate shall be English. 9.6 The award of binding upon the arbitrators shall be final and binding on the partiesParties, their successors and permitted assigns.

Governing Law and Dispute Resolution. 9.1 Governing law 31.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Any dispute, controversy or claim obligations arising out of or in connection with this Agreement are governed by English law. 31.2 The Parties agree that any claim, dispute, difference or its subject mattercontroversy of whatever nature arising under, out of, relating to or in connection with this Agreement (including any question a claim, dispute, difference or controversy regarding its existence, negotiationtermination, terminationvalidity, interpretation, performance, breach, validity the consequences of its nullity or enforceability (including any non-contractual disputes obligations arising out of or claimsin connection with this Agreement) (“a "Dispute”) "), shall be referred to, to and finally resolved by, settled by arbitration under the Rules of Arbitration (the “LCIA Rules”) of the London Court of International Arbitration (the “LCIA”) which rules are deemed to be incorporated by reference into this Clause 9.2. 9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Arbitration Rules (the "Rules") as at present in force and as modified by this Clause, which Rules shall be deemed incorporated into this Clause and capitalised terms used in this Clause which are not otherwise defined in this Agreement have the meaning given to them in the Rules. This Clause 31.2 and any non-contractual provisions arising out of or in connection with this Clause 31.2 are governed by English law. 31.2.1 The claimant party number of arbitrators shall be three, one of whom shall be nominated by the Claimant(s), one by the Respondent(s) and the respondent party third of whom, who shall each nominate one (1) act as presiding arbitrator. Where either party fails to nominate an arbitrator within the time provided , shall be nominated by the LCIA Rulestwo party-nominated arbitrators, provided that if the third arbitrator has not been nominated within ** of the nomination of the second party-nominated arbitrator such third arbitrator shall be appointed by the LCIALCIA Court. The third arbitratorNotwithstanding the provisions of this Clause 31.2.1, who shall act as the chairman LCIA Court may order expedited formation of the tribunal, shall be nominated by agreement Arbitral Tribunal pursuant to Article 9A of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of Rules and for that purpose the confirmation of LCIA Court may elect and appoint the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIApresiding arbitrator at any time. Notwithstanding anything any provision to the contrary in the LCIA Rules, the Parties may nominate and the LCIA Court may appoint arbitrators (including the presiding arbitrator) from among the nationals of any country, whether or not a Party is a national of that country. 31.2.2 The seat or legal place of arbitration shall be London, England, and the language used in agreeing upon a third arbitratorthe arbitral proceedings shall be English. All documents submitted in connection with the arbitral proceedings shall be in the English language or, if in another language, accompanied by an English translation. Sections 45 and 69 of the Arbitration Acx 0000 xhall not apply. 31.2.3 Having regard to the Arbitral Tribunal's general duty set out in section 33(1) of the Arbitration Acx 0000, the two arbitrators Parties hereby agree that, without derogating from its other powers, the Arbitral Tribunal may, following a written request by any Party at any time after the Response is due, give directions as to a procedure (the "Summary Procedure") for determining (i) whether any claim(s), counterclaim(s) or part(s) thereof is reasonably arguable and/or (ii) whether any reasonably arguable defence to the claim(s), counterclaim(s) or part(s) thereof exists and thereafter make an award (which may communicate directly be a final award) if it determines, respectively, that (i) any claim(s), counterclaim(s) or part(s) thereof is not reasonably arguable or (ii) no such reasonably arguable defence exists. The Arbitral Tribunal shall exercise its discretion under the Arbitration Acx 0000 xo adopt a procedure suitable for the determination of a request made under this Clause 31.2.3 consistently with each its duty as set out in section 33(2) of the Arbitration Acx 0000. As part of the Summary Procedure, the Party requesting the Summary Procedure shall be required to make a written submission as to why any claim(s), counterclaim(s) or part(s) thereof is appropriate for summary determination and every other party to the arbitration shall have the opportunity to submit a written response to such submission. The Parties acknowledge and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event agree that this Clause 9.3 31.2.3 provides for due process and gives each Party adequate opportunity to be heard, and that no Party shall challenge or resist enforcement of an award made pursuant to this Clause 31.2.3 on the basis of a failure of due process or lack of opportunity to be heard, whether under Article V(1)(b) of the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, Section 68(2)(a) of the Arbitration Acx 0000 xr otherwise. 31.2.4 No Party shall be required to give general discovery of documents but may be required only to produce specific, identified documents or classes of documents which are relevant to the Dispute and material to its outcome. 31.2.5 Each Party agrees that the arbitration agreement set out in this Clause 31.2 and the arbitration agreement contained in each Related Agreement shall together be deemed to be a single arbitration agreement. 31.2.6 Each Party consents to being joined to any arbitration commenced under this Agreement or a Related Agreement on the application of any other Party if the Arbitral Tribunal so allows, and subject to and in accordance with the Rules. Before the constitution of the Arbitral Tribunal, any party to an arbitration commenced pursuant to this Clause 31.2 may effect joinder by serving notice on any party to this Agreement or any Related Agreement whom it seeks to join to the arbitration proceedings, provided that such notice is also sent to all other parties to the Dispute and the LCIA Court within ** of service of the Request for Arbitration. The joined party will become a claimant or respondent party (as appropriate) to the arbitration proceedings and participate in the arbitrator appointment process in Clause 31.2.1. 31.2.7 An Arbitral Tribunal constituted under this Agreement may, unless consolidation would prejudice the rights of any party, consolidate an arbitration hereunder with an arbitration under a Related Agreement if the arbitration proceedings raise common questions of law or fact, and subject to and in accordance with the Rules. For the avoidance of doubt, this Clause 31.2.7 is an agreement in writing by all Parties to any arbitrations to be consolidated for the purposes of Article 22.1(ix) of the Rules. If an Arbitral Tribunal has been constituted in more than one of the arbitrations in respect of which consolidation is sought pursuant to this Clause 31.2.7, the Arbitral Tribunal which shall have the power to order consolidation shall be the Arbitral Tribunal appointed in the arbitration with the earlier Commencement Date under Article 1.4 of the Rules (i.e. the first-filed arbitration). Notice of the consolidation order must be given to any arbitrators already appointed in relation to any of the arbitration(s) which are to be consolidated under the consolidation order, all parties to those arbitration(s) and the LCIA Registrar. Any appointment of an arbitrator in the other arbitrations before the date of the consolidation order will terminate immediately and the arbitrator will be deemed to be discharged. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by any court in support of that arbitration before that arbitrator's appointment is terminated; his or her entitlement to be paid proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision. If this clause operates to exclude a party’s Party's right to choose its own arbitrator, each Party irrevocably and unconditionally waives any right to do so. 9.4 The seat31.2.8 To the extent permitted by law, each Party waives any objection, on the basis that a Dispute has been resolved in a manner contemplated by Clauses 31.2.6 to 31.2.7, to the validity and/or enforcement of any arbitral award. 31.2.9 Each Party agrees that any arbitration under this Clause 31.2 shall be confidential to the Parties and the arbitrators and that each Party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by a regulatory authority, or required of it by legal placeduty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. 31.2.10 The law of this arbitration agreement, including its validity and scope, shall be London, EnglandEnglish law. 9.5 The language of the arbitration proceedings 31.2.11 This agreement to arbitrate shall be English. 9.6 The award of binding upon the arbitrators shall be final and binding on the partiesParties, their successors and permitted assigns.