Common use of Governing Law; Waiver of Jury Trial Clause in Contracts

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the fullest extent permitted by applicable law, each internal laws of the CompanyState of Delaware, without regard to the Guarantor principles of conflicts of law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Trustee transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a “Proceeding”) shall be commenced exclusively in the state and federal courts sitting in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any federal or State court located in the Borough such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating process and consents to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined process being served in any such courtProceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of the Company, the Guarantor and the Trustee party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may have and all right to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment trial by jury in any such suitlegal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, action or proceeding brought then the prevailing party in such a court Proceeding shall be conclusive reimbursed by the other party for its attorneys fees and binding upon other costs and expenses incurred with the Companyinvestigation, the Guarantor or the Trustee, as applicable, preparation and may be enforced in any courts to the jurisdiction prosecution of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawProceeding.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEAll questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, USA, without regard to the principles of conflicts of law thereof. EACH OF THE COMPANYEach Party agrees that all legal proceedings concerning the interpretation, THE GUARANTORenforcement, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVESand defense of this Agreement or the transactions contemplated by this Agreement (whether brought against a Shareholder hereto or his or its respective affiliates, directors, officers, securityholders, members, employees, or agents) shall be commenced exclusively in the state or federal courts sitting in the Southern District of New York, USA. Each Shareholder hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Southern District of New York, USA for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the interpretation or enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such proceeding is improper. Each Shareholder hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Shareholder through its Representative at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by applicable law. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHAREHOLDERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL RIGHT DISPUTES THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawCOURT.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To (a) This Assignment shall be construed in accordance with and governed by the fullest extent permitted by applicable law, each laws of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). Each Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding based on or arising out of of, or relating to to, this Supplemental Indenture Assignment or any of the Notes Guarantee and transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such suit action or proceeding may be determined heard in any such court. Each of the Company, the Guarantor New York State or Federal court and the Trustee hereby irrevocably waives, and agrees not to the fullest extent permitted assert, by lawway of motion, any objection which it may have to the laying of the venue of any such suitas a defense, action or proceeding brought in an inconvenient forum. Each of the Companyotherwise, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Third Lien Debt Document to which such Assignor is a court party by the mailing of copies of such process to such Assignor at its address specified in Section 9 hereof. Each Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in other jurisdictions by suit on the judgment or in any courts other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the jurisdiction right of which the Company, the Guarantor Assignee to bring any action or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service proceeding against any Assignor or any of process is effected upon the Company, the Guarantor or the Trustee, as applicable, its Property in the manner specified herein or as otherwise permitted by lawcourts of any other jurisdiction.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement is governed by and construed in accordance with the Laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Nevada. Each of the parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 13 or in such other manner as may be permitted by applicable Law, but nothing in this Section 17 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE COMPANYPARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE GUARANTOR, THE TRUSTEE AND THEREFORE EACH HOLDER HEREBY PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To (a) This Assignment shall be construed in accordance with and governed by the fullest extent permitted by applicable law, each laws of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). The Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding based on or arising out of of, or relating to to, this Supplemental Indenture Assignment or any of the Notes Guarantee and transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such suit action or proceeding may be determined heard in any such court. Each of the Company, the Guarantor New York State or Federal court and the Trustee hereby irrevocably waives, and agrees not to the fullest extent permitted assert, by lawway of motion, any objection which it may have to the laying of the venue of any such suitas a defense, action or proceeding brought in an inconvenient forum. Each of the Companyotherwise, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Third Lien Debt Document to which the Assignor is a court party by the mailing of copies of such process to the Assignor at its address specified in Section 8 hereof. The Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in other jurisdictions by suit on the judgment or in any courts other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the jurisdiction right of which the Company, Assignee to bring any action or proceeding against the Guarantor Assignor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service any of process is effected upon the Company, the Guarantor or the Trustee, as applicable, its Property in the manner specified herein or as otherwise permitted by lawcourts of any other jurisdiction.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the fullest extent permitted by applicable law, each internal laws of the CompanyState of Georgia, without regard to the Guarantor principles of conflicts of law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Trustee transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a “Proceeding”) shall be commenced exclusively in the state and federal courts sitting in the Atlanta, Georgia. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Atlanta, Georgia for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any federal or State court located in the Borough such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating process and consents to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined process being served in any such courtProceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of the Company, the Guarantor and the Trustee party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may have and all right to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment trial by jury in any such suitlegal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, action or proceeding brought then the prevailing party in such a court Proceeding shall be conclusive reimbursed by the other party for its attorney’s fees and binding upon other costs and expenses incurred with the Companyinvestigation, the Guarantor or the Trustee, as applicable, preparation and may be enforced in any courts to the jurisdiction prosecution of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawProceeding.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AGREEMENT AND THE NOTES GUARANTEE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEYORK. EACH OF THE COMPANYPARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE GUARANTORAND, THE TRUSTEE AND THEREFORE, EACH HOLDER SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. To Any legal suit, action or proceeding arising out of or based upon this Agreement or the fullest extent permitted by applicable law, each transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the CompanyUnited States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the Guarantor “Specified Courts”), and the Trustee hereby each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any federal such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or State court located in the Borough proceeding. Service of Manhattan in The City any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of New York, New York in process for any suit, action or other proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the CompanyCity and County of New York. With respect to any Related Proceeding, the Guarantor and the Trustee each party irrevocably waives, to the fullest extent permitted by applicable law, any objection all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it may have might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the laying Specified Courts or any other court of the venue competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such suitRelated Proceeding or Related Judgment, action or proceeding brought in an inconvenient forum. Each including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee1976, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawamended.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or based upon or relating in any way to the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including, without limitation, claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement shall be governed by and construed in accordance with the internal laws of New York applicable to parties residing in New York, without regard applicable principles of conflicts of law. Each Party irrevocably consents to the exclusive jurisdiction of any court located within New York County, New York, in connection with any matter based upon or arising out of this Agreement or the matters contemplated hereby and it agrees that process may be served upon it in any manner authorized by the laws of the State of New York for such Persons and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction and such process. EACH OF THE COMPANYPARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE GUARANTORAND THEREFORE, THE TRUSTEE AND EACH HOLDER IT HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable lawEACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, each of the CompanyAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New YorkEXPRESSLY OR OTHERWISE, New York in any suitTHAT SUCH OTHER PARTY WOULD NOT, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the CompanyIN THE EVENT OF LITIGATION, the Guarantor and the Trustee irrevocably waivesSEEK TO ENFORCE EITHER OF SUCH WAIVERS, to the fullest extent permitted by law(II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, any objection which it may have to the laying of the venue of any such suit(III) IT MAKES SUCH WAIVERS VOLUNTARILY, action or proceeding brought in an inconvenient forum. Each of the CompanyAND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the Guarantor and the Trustee agrees that final judgment in any such suitAMONG OTHER THINGS, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(h).

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and this Receipt shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Sweden (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To EXHIBIT B FEE SCHEDULE ADS FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits meaning given to the jurisdiction of any federal or State court located such terms in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtDeposit Agreement. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by lawExcept as otherwise specified herein, any objection which it may have reference to the laying of the venue of any such suitADSs herein includes Partial Entitlement ADSs, action or proceeding brought in an inconvenient forum. Each of the CompanyFull Entitlement ADSs, the Guarantor and the Trustee agrees that final judgment in any such suitCertificated ADSs, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicableUncertificated ADSs, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawRestricted ADSs.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To This Agreement shall be construed in accordance with the fullest extent permitted by applicable law, each internal laws of the Company, the Guarantor and the Trustee State of New York applicable to contracts to be performed wholly within such State. The parties hereby irrevocably submits submit to the exclusive jurisdiction of any federal or court of the State court of New York located in the Borough of Manhattan in The City County of New York, York or the United States District Court for the Southern District of the State of New York in and any suit, action or proceeding based on or arising out of or relating appellate courts thereof with respect to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtAgreement. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, party hereto hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees or that final judgment in any such suit, action or proceeding was brought in such a an inconvenient court shall be conclusive and binding upon agrees not to plead or claim the Companysame with respect to this Agreement. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, the Guarantor or the TrusteeDEMAND, as applicableACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, and may be enforced in any courts to the jurisdiction of which the CompanyOR THE TRANSACTIONS RELATED HERETO OR THERETO, the Guarantor or the TrusteeIN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, as applicableAND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, is subject by a suit upon such judgmentDEMAND, providedACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawAND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis letter agreement shall be governed and construed in accordance, with the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this letter agreement shall be heard and determined exclusively in the state courts located in the State of Delaware. The parties hereto hereby (a) submit to the exclusive jurisdiction of the state courts located in the State of Delaware for the purpose of any action arising out of or relating to this letter agreement brought by any party hereto or between any of the parties hereto and the express third-party beneficiary hereof, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named court, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this letter agreement or the transactions contemplated hereby may not be enforced in or by the above-named court. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTIES HERETO HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR RELATING ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SUPPLEMENTAL INDENTURELETTER AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement is governed by, interpreted, construed and enforced in accordance with the laws of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the internal laws of the State of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws or other rules that would result in the application of the laws or statutes of limitations of a different jurisdiction. Each of the parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 14 or in such other manner as may be permitted by applicable law, but nothing in this Section 18 will affect the right of any party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. EACH OF THE COMPANYPARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE GUARANTOR, THE TRUSTEE AND THEREFORE EACH HOLDER HEREBY PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY(i) This Agreement shall be governed by, THE GUARANTORand construed in accordance with, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each laws of the CompanyState of Delaware, without giving effect to any choice or conflict of law provisions or rule (whether of the Guarantor and State of Delaware or any other jurisdiction) that would cause the Trustee hereby irrevocably submits to application of the jurisdiction laws of any federal or jurisdiction other than the State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or Delaware. All Actions arising out of or relating to this Supplemental Indenture Agreement or the Notes Guarantee transactions contemplated hereby shall be heard and irrevocably agrees determined exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that all claims in respect the Court of such suit Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding may be determined is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and, in each case, the appellate court(s) therefrom). The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware and, in each case, the appellate court(s) therefrom) for the purpose of any Action arising out of or relating to this Agreement or the transactions contemplated hereby brought by any party hereto, (b) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such court. Each Action, any claim that it is not subject personally to the jurisdiction of the Companyabove named courts, that its property is exempt or immune from attachment or execution, that the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding Action is brought in an inconvenient forum. Each , that the venue of the CompanyAction is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by the above named courts, and (c) agree that such party will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Guarantor and Superior Court of the Trustee agrees that final judgment in any such suitState of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding brought is vested exclusively in such a court the federal courts of the United States of America, the United States District Court for the District of Delaware). Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 20(d) shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that effective service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawfor any such action.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Furthermore, the Depositary and the Company have been informed, and hereby inform the Holder and Beneficial Owners that as the date hereof, actions by Holders and Beneficial Owners to enforce any duty or liability created by the Exchange Act, the Securities Act or the respective rules and regulations thereunder must be brought, in certain circumstances, in federal court. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Trustee hereby irrevocably submits to Depositary, must be forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the jurisdiction of any federal or State court located in the Borough of Manhattan in Securities Transfer Association, Inc. Legends [The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims ADRs issued in respect of such suit or proceeding may be determined in any such court. Each Partial Entitlement American Depositary Shares shall bear the following legend on the face of the Company, ADR: “This ADR evidences ADSs representing ‘partial entitlement’ Shares of Nightstar Therapeutics plc and as such do not entitle the Guarantor and the Trustee irrevocably waives, holders thereof to the fullest extent permitted same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by law, any objection which it may this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] EXHIBIT B FEE SCHEDULE ADS FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the meaning given to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, terms in the manner specified herein or as otherwise permitted by lawDeposit Agreement.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or relating in any way to the Deposit Agreement, the American Depositary Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or the Trustee, as applicable, and may assignments of ADRs must be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject guaranteed by a suit upon such judgmentmember of a Medallion Signature Program approved by the Securities Transfer Association, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Inc.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without regard to the conflict of laws principles thereof that would require the application of the Law of any other jurisdiction, provided, that (i) the issue of the Shares as described in Section 2.1, (ii) the transfer of the Shares as described in Section 2.2, (iii) Section 3.1(a) to the extent relating to the Company, (iv) the capitalization of the Company as described in Section 3.3(a), (v) Section 3.4, to the extent relating to the Company and (vi) Sections 3.12 and 3.18 (clauses (i) through (vi) above, jointly, the “Cayman Law Matters”), shall be governed exclusively by, and construed in accordance with, the laws of the Cayman Islands, without regard to the conflict of laws principles thereof that would require the application of the Law of any other jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York solely and specifically for the purposes of any action or proceeding arising out of or in connection with this Agreement, provided that the courts of the Cayman Islands shall have exclusive jurisdiction over the Cayman Law Matters. EACH OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE AGREEMENT HEREBY AGREES THAT JURISDICTION AND VENUE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUIT, ACTION OR PROCEEDING SEEKING EQUITABLE RELIEF) SHALL PROPERLY AND EXCLUSIVELY LIE IN THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK APPLICABLE OR, IN ACCORDANCE WITH THIS SECTION 8.4, THE COURTS OF THE CAYMAN ISLANDS (THE “CHOSEN COURTS”). EACH PARTY HERETO FURTHER AGREES NOT TO AGREEMENTS MADE BRING ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY COURT OTHER THAN THE CHOSEN COURTS PURSUANT TO THE FOREGOING SENTENCE (OTHER THAN UPON APPEAL). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE CHOSEN COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO IRREVOCABLY AGREE THAT VENUE WOULD BE PERFORMED PROPER IN SUCH STATE. EACH OF THE COMPANYCHOSEN COURTS, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH CHOSEN COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE GUARANTORRESOLUTION OF SUCH SUIT, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, ACTION OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE) INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR RELATING TO BASED UPON THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtEACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 8.4 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.4 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. (a) THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS CONTRACTS MADE AND TO BE PERFORMED IN ENTIRELY WITHIN SUCH STATE. EACH , EXCEPT THAT ANY PROVISIONS REQUIRED TO BE GOVERNED BY THE LAWS OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT STATE OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE DELAWARE OR THE TRANSACTION CONTEMPLATED HEREBYSTATE OF COLORADO SHALL BE GOVERNED THEREBY. To TNCL hereby appoints News America Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxx, as its authorized agent (the fullest extent permitted "Authorized Agent") upon which process may be served in any action arising out of or based upon this Agreement or the Transactions that may be instituted in any court by applicable law, each of the Company, the Guarantor any party hereto and the Trustee hereby irrevocably submits expressly consents to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New Yorksuch court, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims but only in respect of any such suit action, and waives any other requirements of or proceeding objections to personal jurisdiction with respect thereto. TNCL represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and TNCL agrees to take any and all action, including the filing of any and all documents and instruments, that may be determined necessary to continue such appointment in full force and effect as aforesaid. If the Authorized Agent shall cease to act as TNCL's agent for service of process, TNCL shall appoint without delay another such agent and notify LMC of such appointment in the manner provided in Section 11.6 for the giving of notices. With respect to any such court. Each of action in the Companycourts, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, Authorized Agent in the manner specified herein or provided in Section 11.6 for the giving of notices (substituting the address set forth above in this Section 11.4(a)) and written notice of such service to TNCL given as otherwise permitted by lawprovided in Section 11.6 shall be deemed, in every respect, effective service of process upon TNCL.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To (a) This Assignment shall be construed in accordance with and governed by the fullest extent permitted by applicable law, each laws of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). The Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding based on or arising out of of, or relating to to, this Supplemental Indenture Assignment or any of the Notes Guarantee and transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such suit action or proceeding may be determined heard in any such court. Each of the Company, the Guarantor New York State or Federal court and the Trustee hereby irrevocably waives, and agrees not to the fullest extent permitted assert, by lawway of motion, any objection which it may have to the laying of the venue of any such suitas a defense, action or proceeding brought in an inconvenient forum. Each of the Companyotherwise, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Second Lien Debt Document to which the Assignor is a court party by the mailing of copies of such process to the Assignor at its address specified in Section 8 hereof. The Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in other jurisdictions by suit on the judgment or in any courts other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the jurisdiction right of which the Company, Assignee to bring any action or proceeding against the Guarantor Assignor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service any of process is effected upon the Company, the Guarantor or the Trustee, as applicable, its Property in the manner specified herein or as otherwise permitted by lawcourts of any other jurisdiction.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by the fullest extent permitted by applicable law, each internal laws of the CompanyState of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the Guarantor and State of New York or any other jurisdictions) that would cause the Trustee application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of any the state and federal or State court located courts sitting in the Borough of Manhattan in The City of New York, New York Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding based on or arising out proceeding, any claim that it is not personally subject to the jurisdiction of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any that such suit, action or proceeding is brought in an inconvenient forumforum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the Company, the Guarantor process and the Trustee agrees that final judgment consents to process being served in any such suit, action or proceeding brought in by mailing a copy thereof to such a court party at the address for such notices to it under this Agreement and agrees that such service shall be conclusive constitute good and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that sufficient service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, and notice thereof. Nothing contained herein shall be deemed to limit in the any way any right to serve process in any manner specified herein or as otherwise permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof , except with respect to its authorization and execution by the Company, which shall be governed by the laws of the United Mexican States. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs, and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Spain (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State without regard to the principles of choice of law which would result in the application of the substantive law of any other jurisdiction. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Brazil (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: __________________________ SIGNATURE GUARANTEED Name: ________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor forwarded with this ADR. All endorsements or the Trustee, as applicable, and may assignments of ADRs must be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject guaranteed by a suit upon such judgmentmember of a Medallion Signature Program approved by the Securities Transfer Association, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Inc.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEAll questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would result in the application of any law other than the laws of the State of Delaware. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto________________________ whose taxpayer identification number is __________________________and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Brazil (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawforwarded with this ADR.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To (a) This Agreement shall be construed in accordance with the fullest extent permitted by applicable law, each internal laws of the Company, State of New York without regard to the Guarantor and the Trustee conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any federal or court of the State court of New York located in the Borough County of Manhattan in The City New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a "New York Court") or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a "UK Court"), but shall not be required to submit to the jurisdiction of a court other than a New York Court or UK Court, for the purpose of any suit, action or other proceeding based on or arising out of or relating to this Supplemental Indenture Agreement or under any applicable securities laws and arising out of the Notes Guarantee foregoing, which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit suit, action or proceeding may will be heard and determined in any such court. Each party hereto (other than the Company) hereby irrevocably submits to the jurisdiction of any New York Court, but shall not be required to submit to the jurisdiction of a court other than a New York Court, for the purpose of any suit, action or other proceeding arising out of or relating to this Agreement or under any applicable securities laws and arising out of the Companyforegoing, the Guarantor which is brought by or against such party, and the Trustee such party hereby irrevocably waivesagrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any such court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Agreement other than in a New York Court except to the fullest extent permitted mandated by applicable law, . The Company hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any New York Court or any UK Court or that such suit, action or proceeding was brought in an inconvenient forumcourt and agree not to plead or claim the same. Each of party hereto (other than the Company, ) hereby waives any objection that it may now or hereafter have to the Guarantor and the Trustee agrees that final judgment in venue of any such suit, action or proceeding in any New York Court or that such suit, action or proceeding was brought in such a an inconvenient court shall be conclusive and binding upon agree not to plead or claim the Companysame. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, the Guarantor or the TrusteeDEMAND, as applicableACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENT, and may be enforced in any courts to the jurisdiction of which the CompanyOR THE TRANSACTIONS RELATED HERETO, the Guarantor or the TrusteeIN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, as applicableAND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, is subject by a suit upon such judgmentDEMAND, providedACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawAND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To This Agreement shall be governed by and construed solely and exclusively in accordance with the fullest extent permitted by applicable law, each internal laws of the Company, the Guarantor and the Trustee hereby irrevocably submits State of New York without regard to the jurisdiction conflicts of laws principles thereof. The Parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly or indirectly pursuant to or under this Agreement shall be brought solely in a federal or State state court located in the Borough of Manhattan in The City City, County and State of New York. By its execution hereof, the Parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any suitsuch action may be served upon any of them personally, action or proceeding based on by certified mail or arising out of registered mail upon them or relating to this Supplemental Indenture or their agent, return receipt requested, with the Notes Guarantee same full force and effect as if personally served upon them in New York City. The Parties hereto expressly and irrevocably agrees waive any claim that all claims in respect of any such jurisdiction is not a convenient forum for any such suit or proceeding may be determined and any defense or lack of in any such courtpersonam jurisdiction with respect thereto. Each of In the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue event of any such suit, action or proceeding brought in an inconvenient forum. Each of the Companyproceeding, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court party prevailing therein shall be conclusive entitled to payment from the other party hereto of all of its reasonable counsel fees and binding upon the Companydisbursements. NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, the Guarantor or the TrusteeSUCCESSOR, as applicableHEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, and may be enforced in any courts to the jurisdiction of which the CompanyPROCEEDING, the Guarantor or the TrusteeCOUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, as applicableIN WHICH A JURY TRIAL HAS BEEN WAIVED, is subject by a suit upon such judgmentWITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 8.1 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawAND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 8.1 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement is governed by and construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, but nothing in this Section 17 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE COMPANYPARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE GUARANTOR, THE TRUSTEE AND THEREFORE EACH HOLDER HEREBY PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Germany (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawpremises.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or relating in any way to the Deposit Agreement, the American Depositary Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or the Trustee, as applicable, and may assignments of ADRs must be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject guaranteed by a suit upon such judgmentmember of a Medallion Signature Program approved by the Securities Transfer Association, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Inc.

Governing Law; Waiver of Jury Trial. (a) THIS SUPPLEMENTAL INDENTURE AGREEMENT AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS ALL CLAIMS OR CAUSES OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE ACTION (WHETHER AT LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBYNEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. To The parties hereby irrevocably submit to the fullest extent permitted personal jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, or the negotiation, execution or performance hereof, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by applicable such Chosen Courts, and the parties hereto irrevocably agree that all claims, actions, suits and proceedings or other causes of action (whether at law, each of the Companyin contract, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal in tort or State court located in the Borough of Manhattan in The City of New Yorkotherwise) that may be based upon, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture Agreement or any of the transactions contemplated by this Agreement, or the Notes Guarantee negotiation, execution or performance hereof shall be heard and irrevocably agrees that all claims determined exclusively in respect the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waivesparties and, to the fullest extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any objection which it may have such action, suit or proceeding to the laying of the venue of any such suit, action or proceeding brought address set forth in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court Section 3.14 shall be conclusive valid, effective and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that sufficient service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawthereof.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Argentina (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Furthermore, the Depositary and the Company have been informed, and hereby inform the Holder and Beneficial Owners that as the date hereof, actions by Holders and Beneficial Owners to enforce any duty or liability created by the Exchange Act, the Securities Act or the respective rules and regulations thereunder must be brought in federal court. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Brazil (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawpremises.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and each irrevocably agrees, by holding an ADS or an interest therein, that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof or having any interest therein, may be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners irrevocably agree, by holding an ADS or an interest therein, that any such suit, action or proceeding may be instituted by or on behalf of a Holder or Beneficial Owner only in such courts, unless the Depositary or the Company, as applicable, otherwise consents in writing. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Trustee hereby irrevocably submits to Depositary, must be forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the jurisdiction of any federal or State court located in the Borough of Manhattan in Securities Transfer Association, Inc. Legends [The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims ADRs issued in respect of such suit or proceeding may be determined in any such court. Each Partial Entitlement American Depositary Shares shall bear the following legend on the face of the Company, ADR: “This ADR evidences ADSs representing ‘partial entitlement’ Shares of PPDAI Group Inc. and as such do not entitle the Guarantor and the Trustee irrevocably waives, holders thereof to the fullest extent permitted same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by law, any objection which it may this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] EXHIBIT B FEE SCHEDULE ADS FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the meaning given to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, terms in the manner specified herein or as otherwise permitted by lawDeposit Agreement.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To (a) This Assignment shall be construed in accordance with and governed by the fullest extent permitted by applicable law, each laws of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, United States of America without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). Each Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding based on or arising out of of, or relating to to, this Supplemental Indenture Assignment or any of the Notes Guarantee and transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such suit action or proceeding may be determined heard in any such court. Each of the Company, the Guarantor New York State or Federal court and the Trustee hereby irrevocably waives, and agrees not to the fullest extent permitted assert, by lawway of motion, any objection which it may have to the laying of the venue of any such suitas a defense, action or proceeding brought in an inconvenient forum. Each of the Companyotherwise, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Second Lien Debt Document to which such Assignor is a court party by the mailing of copies of such process to such Assignor at its address specified in Section 9 hereof. Each Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in other jurisdictions by suit on the judgment or in any courts other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the jurisdiction right of which the Company, the Guarantor Assignee to bring any action or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service proceeding against any Assignor or any of process is effected upon the Company, the Guarantor or the Trustee, as applicable, its Property in the manner specified herein or as otherwise permitted by lawcourts of any other jurisdiction.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To This Agreement shall be governed by and construed in accordance with the fullest extent permitted by applicable laws of the State of New York without giving effect to the principles of conflicts of law, each except for the provisions of Section 8 and the provision in the last sentence of Section 10(c) permitting a Board determination regarding a competing transaction to a Required Sale, which shall be governed by and construed in accordance with the laws of the Company, the Guarantor Province of British Columbia and the Trustee federal law of Canada. Each of the parties hereto hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of any federal or the courts of the State court of New York and of the United States of America, in each case located in the Borough of Manhattan in The City County of New York, New York for any action, proceeding or investigation in any suit, action court or proceeding based on or before any governmental authority ("Litigation") arising out of or relating to this Supplemental Indenture or Agreement and the Notes Guarantee transactions contemplated hereby (and irrevocably agrees not to commence any Litigation relating thereto except in such courts), and further agrees that all claims service of any process, summons, notice or document by facsimile or registered mail to its respective address set forth in respect this Agreement shall be effective service of such suit or proceeding may be determined process for any Litigation brought against it in any such court. Each of the Company, the Guarantor parties hereto hereby irrevocably and the Trustee irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection which it may have to the laying of the venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York and of the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such suit, action or proceeding court that any such Litigation brought in any such court has been brought in an inconvenient forum. Each of the Companyparties irrevocably and unconditionally waives, to the Guarantor fullest extent permitted by applicable law, any and the Trustee agrees that final judgment all rights to trial by jury in connection with any such suit, action Litigation arising out of or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor relating to this Agreement or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawtransactions contemplated hereby.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND All questions concerning the construction, validity, enforcement and interpretation of this Letter Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Letter Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Letter Agreement), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Letter Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this Letter Agreement, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY EITHER PARTY AGAINST THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYOTHER PARTY, THE GUARANTOR, THE TRUSTEE PARTIES EACH KNOWINGLY AND EACH HOLDER HEREBY IRREVOCABLY WAIVESINTENTIONALLY, TO THE FULLEST GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ANY HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND ALL RIGHT TO EXPRESSLY WAIVES FOREVER TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawJURY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Each of the Parties irrevocably agrees that any Action with respect to the Transferred Assets, this Agreement or any Ancillary Agreements or for recognition and enforcement of any judgment in respect hereof shall be brought and determined in any federal or state court located in Xxxxxx County, Texas. Each of the Parties hereby (a) irrevocably submits with regard to any such Action to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any Ancillary Agreements or any transaction contemplated hereby, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court or that such Action is brought in an inconvenient forum and (c) agrees that it shall not bring any Action relating to this Agreement or any Ancillary Agreements or any transaction contemplated hereby or the Transferred Assets in any court other than the above courts. THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTIES HEREBY IRREVOCABLY WAIVESWAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY LEGAL PROCEEDING ARISING OUT WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR RELATING ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawWAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, as amended, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the fullest extent permitted by applicable law, each internal laws of the CompanyState of Delaware, without regard to the Guarantor principles of conflicts of law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Trustee transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any federal or State court located in the Borough such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating process and consents to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined process being served in any such courtProceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of the Company, the Guarantor and the Trustee party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may have and all right to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment trial by jury in any such suitlegal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, action or proceeding brought then the prevailing party in such a court Proceeding shall be conclusive reimbursed by the other party for its attorneys fees and binding upon other costs and expenses incurred with the Companyinvestigation, the Guarantor or the Trustee, as applicable, preparation and may be enforced in any courts to the jurisdiction prosecution of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawProceeding.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawforwarded with this ADR.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Furthermore, the Depositary and the Company have been informed, and hereby inform the Holder and Beneficial Owners that as the date hereof, actions by Holders and Beneficial Owners to enforce any duty or liability created by the Exchange Act, the Securities Act or the respective rules and regulations thereunder must be brought in federal court. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawforwarded with this ADR.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the GDRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York. Notwithstanding anything contained in the Deposit Agreement, any GDR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of India (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY GDR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within GDR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said GDR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEAll questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof that would result in the application of any law other than the laws of the State of New York. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the Borough of Manhattan in City of New York, New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEAll issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and all Actions arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, will be governed by, and construed in accordance with, the Laws of the state of Washington, without giving effect to any choice of law or conflict of law rules or provisions (whether of the state of Washington or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the state of Washington. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the any federal court or state court located in King County, Washington (and in each case of the appropriate appellate courts therefrom), and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such Action. In furtherance of the foregoing, each of the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any Action arising out of this Agreement or any transactions contemplated hereby other than in any such court and (c) agrees that a final judgment in any such Action will be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. Process in any such Action may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. EACH PARTY HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY AND WITH AND UPON THE ADVICE OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY COMPETENT COUNSEL IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION, CROSS‑CLAIM OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (I) THIS SUPPLEMENTAL INDENTUREAGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (II) THE TRANSACTIONS CONTEMPLATED HEREBY OR (III) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AGREEMENT AND THE NOTES GUARANTEE RIGHTS AND SECURED OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW YORK. EACH GRANTOR irrevocably and unconditionally submitS, for ITSELF and ITS property, to the non-exclusive jurisdiction of THE UNITED STATES DISTRICT COURT FOR THE southern DISTRICT OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEOF ANY STATE COURT sitting in THE CITY OF new york, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such NEW YORK state court or, to the extent permitted by Requirement of Law, such Federal court. EACH OF THE COMPANYPARTIES HERETO agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent OR ANY SECURED CREDITOR may otherwise have to bring any action or proceeding relating to this Agreement OR any other LOAN document against SUCH Grantor or its properties in the courts of any jurisdiction. EACH Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section 22 and brought in any court referred to in paragraph (b) of this Section 22. EACH OF THE GUARANTORPARTIES HERETO irrevocably waives, THE TRUSTEE AND to the fullest extent permitted by Requirement of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH HOLDER HEREBY PARTY TO THIS AGREEMENT irrevocably consents to the service of process in the manner provided for notices in SECTION 18 HEREOF. Nothing in this Agreement or in any other LOAN Document will affect the right of any party hereto to serve process in any other manner permitted by law. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR RELATING THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO ENTER INTO THIS SUPPLEMENTAL INDENTUREAGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawWAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the transactions contemplated hereby, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTY HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND LAW ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, THE NOTES GUARANTEE TRANSACTIONS CONTEMPLATED HEREBY OR THE TRANSACTION ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable lawHEREBY BY, each of the CompanyAMONG OTHER THINGS, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawTHE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.7.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and this ADR shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York. Notwithstanding anything contained in the Deposit Agreement, this ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Mexico (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY AND BENEFICIAL OWNER) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ as its attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: __________________________ SIGNATURE GUARANTEED Name: ________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Trustee hereby irrevocably submits to Depositary, must be forwarded with this ADR. All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the jurisdiction of any federal or State court located in the Borough of Manhattan in Securities Transfer Association, Inc. Legends [The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims ADRs issued in respect of such suit or proceeding may be determined in any such court. Each Partial Entitlement American Depositary Shares shall bear the following legend on the face of the ADR: “This ADR evidences ADSs representing 'partial entitlement' Shares of [Company, ] and as such do not entitle the Guarantor and the Trustee irrevocably waives, holders thereof to the fullest extent permitted same per-share entitlement as other Shares (which are 'full entitlement' Shares) issued and outstanding at such time. The ADSs represented by law, any objection which it may this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become 'full entitlement' Shares.”] EXHIBIT B FEE SCHEDULE ADS FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the meaning given to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, terms in the manner specified herein or as otherwise permitted by lawDeposit Agreement.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO AGREEMENTS MADE AND CONFLICT OF LAWS PRINCIPLES THEREUNDER, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL BE PERFORMED IN SUCH STATEMANDATORILY APPLICABLE. Without limiting the foregoing, the above choice of law is expressly agreed to by the Company, the Securities Intermediary, the Custodial Agent, the Collateral Agent and the Holders from time to time acting through the Purchase Contract Agent, as their attorney‑in‑fact, in connection with the establishment and maintenance of the Collateral Account. The Company, the Collateral Agent and the Holders from time to time of the Equity Units, acting through the Purchase Contract Agent as their attorney‑in‑fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent and the Holders from time to time of the Equity Units, acting through the Purchase Contract Agent as their attorney‑in‑fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. EACH OF THE COMPANY, THE GUARANTORCOLLATERAL AGENT, THE TRUSTEE PURCHASE CONTRACT AGENT AND EACH HOLDER THE HOLDERS FROM TIME TO TIME OF THE EQUITY UNITS, ACTING THROUGH THE PURCHASE CONTRACT AGENT AS THEIR ATTORNEY-IN-FACT, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, THE NOTES GUARANTEE EQUITY UNITS OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Australia (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Parties hereby agree that any Action arising out of or related to this Amendment shall be conducted only in state or federal courts located in the borough of Manhattan in New York City, New York. Each Party hereby irrevocably consents and submits to the exclusive personal jurisdiction of and venue in the federal and state courts *** Confidential treatment has been requested with respect to this portion of the agreement, and such confidential portion has been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. located in the borough of Manhattan in New York City, New York. EACH OF THE COMPANYPARTY HEREBY KNOWINGLY, THE GUARANTOR, THE TRUSTEE VOLUNTARILY AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AMENDMENT OR THE ANY TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits Each Party agrees to the jurisdiction accept service of any federal summons, complaint or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, other initial pleading made in the manner specified herein provided for the giving of notices in Section 12.3 of the Purchase Agreement. Nothing in this Section 10, however, shall affect the right of any Party to serve such summons, complaint or as otherwise initial pleading in any other manner permitted by lawLaw. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT EACH PARTY HERETO SHALL HAVE THE RIGHT TO PROCEED AGAINST ANY OTHER PARTY IN A COURT IN ANY LOCATION TO ENABLE HIM OR IT TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN HIS OR ITS FAVOR.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement shall be governed by and construed in accordance with the internal laws of New York applicable to parties residing in New York, without regard applicable principles of conflicts of law. Each Party irrevocably consents to the exclusive jurisdiction of any court located within New York County, New York (the “Chosen Courts”), in connection with any matter based upon or arising out of this Agreement or the matters contemplated hereby provided, that, the Potential Shareholders shall have the right to bring any claim against the Company in the courts of Brazil that shall have jurisdiction with respect to the Company (as discussed further above in Section 10(a)) and it agrees that process may be served upon it in any manner authorized by the laws of the State of New York for such Persons and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction and such process. EACH OF THE COMPANYPARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE GUARANTORAND THEREFORE, THE TRUSTEE AND EACH HOLDER IT HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable lawEACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, each of the CompanyAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New YorkEXPRESSLY OR OTHERWISE, New York in any suitTHAT SUCH OTHER PARTY WOULD NOT, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the CompanyIN THE EVENT OF LITIGATION, the Guarantor and the Trustee irrevocably waivesSEEK TO ENFORCE EITHER OF SUCH WAIVERS, to the fullest extent permitted by law(II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, any objection which it may have to the laying of the venue of any such suit(III) IT MAKES SUCH WAIVERS VOLUNTARILY, action or proceeding brought in an inconvenient forum. Each of the CompanyAND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the Guarantor and the Trustee agrees that final judgment in any such suitAMONG OTHER THINGS, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(h).

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, as amended, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To This Agreement shall be governed by and construed in accordance with the fullest extent permitted by applicable law, each laws of the CompanyState of Maryland, the Guarantor and the Trustee hereby irrevocably submits without regard to the jurisdiction principles of conflicts of laws thereof. In any federal judicial proceeding involving any dispute, controversy or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or claim arising out of or relating to this Supplemental Indenture Agreement, each of the parties unconditionally submits to the exclusive jurisdiction and venue in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the Notes Guarantee matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and irrevocably agrees that all claims in respect of such suit or proceeding the appellate courts to which orders and judgments thereof may be determined in appealed. In any such court. Each of the Companyjudicial proceeding, the Guarantor parties agree (i) to consent to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof); and (ii) that in addition to any method for the Trustee irrevocably waivesservice of process permitted or required by such courts, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon may be made by delivery provided pursuant to the Companydirections in Section 12.7. TO THE EXTENT PERMITTED BY LAW, the Guarantor or the TrusteeTHE PARTIES HERETO HEREBY KNOWINGLY VOLUNTARILY, as applicableINTENTIONALLY, in the manner specified herein or as otherwise permitted by lawIRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE RELATED AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR THERETO IN CONNECTION HEREWITH OR THEREWITH. THE PARTIES HERETO HEREBY EXPRESSLY ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement is governed by and construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 12 or in such other manner as may be permitted by applicable Law, but nothing in this Section 16 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE COMPANYPARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE GUARANTOR, THE TRUSTEE AND THEREFORE EACH HOLDER HEREBY PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK APPLICABLE DELAWARE, WITHOUT GIVING EFFECT TO AGREEMENTS MADE AND ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE PERFORMED APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH STATEJURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWSUCH PARTY MAY LEGALLY AND EFFECTIVELY DO SO, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREHEREUNDER. Notwithstanding anything contrary in this Agreement, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, (i) each of the Seller and the Companies agrees that no Financing Source shall have any liability or obligation to the Seller, each Company or any of the Seller’s or each Company’s Affiliates and each of the Seller and each Company hereby waives any and all rights or claims against the Financing Sources in each case to the extent relating to this Agreement, the Guarantor Financing or any of the transactions contemplated hereby or thereby, and in each case whether at law or equity, in contract, in tort or otherwise and (ii) each of the Trustee hereby irrevocably submits to the jurisdiction Parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any federal kind or State court located description, whether in law or in equity, whether in contract or in tort or otherwise, against the Borough of Manhattan in The City of New York, New York Financing Sources in any suitway relating to this Agreement or any of the transactions contemplated by this Agreement, action or proceeding based on or including but not limited to any dispute arising out of or relating in any way to this Supplemental Indenture the Financing or the Notes Guarantee performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and irrevocably agrees appellate courts thereof). The Parties hereto further agree that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying provisions of the venue preceding paragraph relating to waiver of jury trial shall apply to any such suitaction, action cause of action, claim, cross-claim or proceeding brought third party-claim referenced in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawthis paragraph.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Agreement shall be construed in accordance with the laws of the State of California applicable to contracts executed and to be wholly performed within such State. Each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts of the State of California sitting in the County of San Diego and the United States District Court for the Southern District of California for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby; provided, however, with respect to any actions, suits or proceedings arising out of or relating to the restrictive covenants set forth in this Agreement or the LLC Agreement, each party also hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware. Each party agrees not to commence any action, suit or proceeding relating to such matters except in such courts. Each party further agrees that any service of process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in any such court. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTY HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawHEREUNDER.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEAll issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and all Actions arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, will be governed by, and construed in accordance with, the Laws of the state of Washington, without giving effect to any choice of law or conflict of law rules or provisions (whether of the state of Washington or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the state of Washington. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the any federal court or state court located in King County, Washington (and in each case of the appropriate appellate courts therefrom), and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such Action. In furtherance of the foregoing, each of the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any Action arising out of this Agreement or any transactions contemplated hereby other than in any such court and (c) agrees that a final judgment in any such Action will be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. Process in any such Action may be served on any party hereto anywhere in the world, whether within or without the jurisdiction of any such court. EACH PARTY HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY AND WITH AND UPON THE ADVICE OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY COMPETENT COUNSEL IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION, CROSS‑CLAIM OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (I) THIS SUPPLEMENTAL INDENTUREAGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (II) THE TRANSACTIONS CONTEMPLATED HEREBY OR (III) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Furthermore, the Depositary and the Company have been informed, and hereby inform the Holder and Beneficial Owners that as the date hereof, actions by Holders and Beneficial Owners to enforce any duty or liability created by the Exchange Act, the Securities Act or the respective rules and regulations thereunder must be brought, in certain circumstances, in federal court. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or the Trustee, as applicable, and may assignments of ADRs must be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject guaranteed by a suit upon such judgmentmember of a Medallion Signature Program approved by the Securities Transfer Association, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Inc.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the fullest extent permitted by applicable law, each internal laws of the CompanyState of Delaware, without regard to the Guarantor principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the Trustee transactions contemplated hereunder (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Tacoma, Washington (the “Washington Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Washington Courts for the adjudication of any federal dispute hereunder or State court located in the Borough of Manhattan in The City of New Yorkconnection herewith or with any transaction contemplated hereby or discussed herein, New York and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding based on or arising out of or relating proceeding, any claim that it is not personally subject to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect jurisdiction of such suit Washington Courts, or proceeding may be determined such Washington Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such courtsuit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Notes and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each of the Company, the Guarantor and the Trustee party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may have and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the laying of the venue of transactions contemplated hereby. If any such suit, party shall commence an action or proceeding brought to enforce any provisions of this Agreement, then the prevailing party in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive reimbursed by the other party for its attorney’s fees and binding upon the Company, the Guarantor or the Trustee, as applicable, other costs and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, expenses incurred in the manner specified herein investigation, preparation and prosecution of such action or as otherwise permitted by lawproceeding.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by the fullest extent permitted by applicable law, each internal laws of the CompanyState of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the Guarantor State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company and the Trustee Transferor each hereby irrevocably submits to the exclusive jurisdiction of any the state and federal or State court located in the Borough of Manhattan courts sitting in The City of New York, New York Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding based on or arising out proceeding, any claim that it is not personally subject to the jurisdiction of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any that such suit, action or proceeding is brought in an inconvenient forumforum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the Company, the Guarantor process and the Trustee agrees that final judgment consents to process being served in any such suit, action or proceeding brought in by mailing a copy thereof to such a court party at the address for such notices to it under this Agreement and agrees that such service shall be conclusive constitute good and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that sufficient service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, and notice thereof. Nothing contained herein shall be deemed to limit in the any way any right to serve process in any manner specified herein or as otherwise permitted by law. Nothing contained herein shall be deemed or operate to preclude the Company from bringing suit or taking other legal action against Transferor in any other jurisdiction to collect on Transferor’s obligations to the Company or to enforce a judgment or other court ruling in favor of the Company. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Germany (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY AND BENEFICIAL OWNER) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawpremises.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Parties hereby agree that any Action arising out of or related to this Amendment shall be conducted only in state or federal courts located in the borough of Manhattan in New York City, New York. Each Party hereby irrevocably consents and submits to the exclusive personal jurisdiction of and venue in the federal and state courts located in the borough of Manhattan in New York City, New York. EACH OF THE COMPANYPARTY HEREBY KNOWINGLY, THE GUARANTOR, THE TRUSTEE VOLUNTARILY AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AMENDMENT OR THE ANY TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits Each Party agrees to the jurisdiction accept service of any federal summons, complaint or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, other initial pleading made in the manner specified herein provided for the giving of notices in Section 12.3 of the Purchase Agreement. Nothing in this Section 10, however, shall affect the right of any Party to serve such summons, complaint or as otherwise initial pleading in any other manner permitted by law.Law. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT EACH PARTY HERETO SHALL HAVE THE RIGHT TO PROCEED AGAINST ANY OTHER PARTY IN A COURT IN ANY LOCATION TO ENABLE HIM OR IT TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN HIS OR ITS FAVOR. EXECUTION VERSION

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Japan (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: By: Name: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by the fullest extent permitted by applicable law, each internal laws of the CompanyState of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the Guarantor and State of Delaware or any other jurisdictions) that would cause the Trustee application of the laws of any jurisdictions other than the State of Delaware. The Selling Stockholder hereby irrevocably submits to the exclusive jurisdiction of any the state and federal or State court located courts sitting in the Borough of Manhattan in The the City of New York, New York York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding based on or arising out proceeding, any claim that it is not personally subject to the jurisdiction of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The parties consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to the party being served at its address set forth on the signature ages to this Agreement (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts. Each of the Company, the Guarantor Company and the Trustee Selling Stockholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Companyaction, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Companyany claim that suit, the Guarantor action, or the Trusteeproceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, as applicableAND AGREES NOT TO REQUEST, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. (a) THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS CONTRACTS MADE AND TO BE PERFORMED IN ENTIRELY WITHIN SUCH STATE. EACH , EXCEPT THAT ANY PROVISIONS REQUIRED TO BE GOVERNED BY THE LAWS OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT STATE OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBYDELAWARE SHALL BE GOVERNED THEREBY. To the fullest extent permitted by applicable law, each Each of the Companyparties hereto (i) will submit itself to the non-exclusive jurisdiction of any federal court located in the States of Colorado or New York or any Colorado or New York state court having subject matter jurisdiction in the event any dispute arises out of this Agreement, (ii) agrees that venue will be proper as to proceedings brought in any such court with respect to such a dispute, (iii) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iv) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding brought in any such court. TNCL hereby appoints News America Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxx, as its authorized agent (the Guarantor "Authorized Agent") upon which process may be served in any action arising out of or based upon this Agreement or the Merger that may be instituted in any court by any party hereto and the Trustee hereby irrevocably submits expressly consents to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New Yorksuch court, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims but only in respect of any such suit action, and waives any other requirements of or proceeding objections to personal jurisdiction with respect thereto. TNCL represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and TNCL agrees to take any and all action, including the filing of any and all documents and instruments, that may be determined necessary to continue such appointment in full force and effect as aforesaid. If the Authorized Agent shall cease to act as TNCL's agent for service of process, TNCL shall appoint without delay another such agent and notify LMC of such appointment in the manner provided in Section 11.6 for the giving of notices. With respect to any such court. Each of action in the Companycourts, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, Authorized Agent in the manner specified herein or provided in Section 11.6 for the giving of notices (substituting the address set forth above in this Section 11.4(a)) and written notice of such service to TNCL given as otherwise permitted by lawprovided in Section 11.6 shall be deemed, in every respect, effective service of process upon TNCL.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the State of Israel (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll disputes, THE GUARANTORclaims or controversies arising out of or relating to this Agreement, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVESor the interpretation, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWnegotiation, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREvalidity, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforceability or performance of this Agreement, or the fullest extent permitted transactions contemplated hereby, shall be governed by applicable law, each and construed in accordance with the laws of the Company, State of Delaware without regard to its rules of conflict of laws which would result in the Guarantor and application of the Trustee hereby laws of any other jurisdiction. Each of the parties hereto irrevocably submits to the jurisdiction of any Delaware state or federal or State court located in the Borough of Manhattan in The City of New York, New York in any suitdispute, action claim or proceeding based on or controversy arising out of or relating to this Supplemental Indenture Agreement, or the Notes Guarantee interpretation, negotiation, validity, enforceability or performance of this Agreement, or the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit dispute, claim or proceeding controversy may be heard and determined in any such Delaware state or federal court. Each of the Company, the Guarantor and the Trustee party hereto irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action. The parties hereto further agree, to the extent permitted by law, that any objection which it may have to the laying final and nonappealable judgment against any of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment them in any such suitdispute, action claim or proceeding brought in such a court controversy contemplated above shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to other jurisdiction within or outside the jurisdiction United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon fact and amount of such judgment. EACH PARTY HERETO WAIVES (SUBJECT TO APPLICABLE LAW) TRIAL BY JURY IN ANY ACTION, providedPROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. NO PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, that service of process is effected upon the CompanyPROCEEDING, the Guarantor or the TrusteeCOUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, as applicableOR ARISING OUT OF, in the manner specified herein or as otherwise permitted by lawTHIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES HERETO. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 9. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 9 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEAll issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and all Actions arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, will be governed by, and construed in accordance with, the Laws of the state of Washington, without giving effect to any choice of law or conflict of law rules or provisions (whether of the state of Washington or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the state of Washington. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the any federal court or state court located in King County, Washington (and in each case of the appropriate appellate courts therefrom), and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such Action. In furtherance of the foregoing, each of the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any Action arising out of this Agreement or any transactions contemplated hereby other than in any such court and (c) agrees that a final judgment in any such Action will be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. Process in any such Action may be served on any party hereto anywhere in the world, whether within or without the jurisdiction of any such court. EACH PARTY HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY AND WITH AND UPON THE ADVICE OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY COMPETENT COUNSEL IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION, CROSS‑CLAIM OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (I) THIS SUPPLEMENTAL INDENTUREAGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (II) THE TRANSACTIONS CONTEMPLATED HEREBY OR (III) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or the Trustee, as applicable, and may assignments of ADRs must be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject guaranteed by a suit upon such judgmentmember of a Medallion Signature Program approved by the Securities Transfer Association, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Inc.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE WITHOUT REGARD TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATECONFLICTS OF LAW PROVISIONS THEREOF. EACH OF THE COMPANYISSUER, THE GUARANTOR, GUARANTORS AND THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To The Issuer shall furnish to any Holder upon written request and without charge to the fullest extent permitted by applicable law, each Holder a copy of the CompanyIndenture which has in it the text of this Note in larger type. Requests may be made to: Affinion International Holdings Limited c/o Affinion Group, Inc. 0 Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Attention: General Counsel and Affinion Group, Inc. 0 Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Attention: General Counsel ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Note. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the Guarantor and the Trustee hereby irrevocably submits undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW ¨ to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Issuer; or

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof, except with respect to its authorization and execution by the Company, which shall be governed by the laws of the United Mexican States. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the issuance of ADSs or ADRs or the other transactions contemplated hereby or thereby, or, solely in the case of any suit, action or proceeding against or involving the Depositary, by virtue of the ownership of ADSs, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBY. To OTHERWISE).” (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. (a) THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE DELAWARE, WITHOUT REGARD TO AGREEMENTS MADE THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION, AND TO BE PERFORMED IN SUCH STATE. EACH THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE COMPANYPARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; provided, THE GUARANTORhowever, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To that there shall not be applicable to the fullest extent permitted by applicable law, each parties hereunder or this Agreement any provision of the Companylaws (common or statutory) of the State of Delaware pertaining to trusts that relate to or regulate, in a manner inconsistent with the Guarantor terms hereof, (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (c) the Trustee hereby irrevocably submits necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the jurisdiction titling, storage or other manner of any federal holding or State court located in investing trust assets or (g) the Borough establishment of Manhattan in The City fiduciary or other standards of New York, New York in any suit, action responsibility or proceeding based limitations on the acts or arising out powers of trustees that are inconsistent with the limitations or relating to this Supplemental Indenture or the Notes Guarantee authorities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each powers of the Company, Grantor Trust Trustee hereunder as set forth or referenced in this Agreement. Section 3540 of Title 12 of the Guarantor and the Trustee irrevocably waives, Delaware Code shall not apply to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawGrantor Trust.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY AND BENEFICIAL OWNER) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the CompanyDepositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Guarantor and person executing the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought endorsement must give his/her full title in such a court shall capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.forwarded with this ADR. __________________________

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Notwithstanding the foregoing provisions of this Section 10.8, those provisions of this Agreement that relate to the internal governance of the Company and are required by Delaware corporate law to be governed by such, shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE NOTES GUARANTEE SHALL PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE GOVERNED RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE LAWS BEST COMBINATION OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH BENEFITS OF THE COMPANYJUDICIAL SYSTEM AND OF ARBITRATION, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF BROUGHT TO ENFORCE OR RELATING TO DEFEND ANY RIGHTS OR REMEDIES UNDER THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawANY DOCUMENTS RELATED HERETO.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThis Note and the provisions hereof are to be construed according to and are governed by the laws of the State of New York, without regard to principles of conflicts of laws thereof. Each party hereto hereby agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Note and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such court is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO WAIVES TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawNOTE.

Governing Law; Waiver of Jury Trial. (a) This Agreement, and any claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement (including any claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) or the negotiation, execution or performance of this Agreement or the Transaction will be governed by and construed in accordance with the internal Laws of the State of Delaware (including its statutes of limitations) applicable to agreements executed and performed entirely within such State without regards to conflicts of law principles of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS SUPPLEMENTAL INDENTURE AGREEMENT AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TRANSACTION IS LIKELY TO AGREEMENTS MADE INVOLVE COMPLICATED AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE DIFFICULT ISSUES AND EACH HOLDER THEREFORE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL CLAIM, ACTION, SUIT, INVESTIGATION OR PROCEEDING BASED ON, ARISING OUT OF OR RELATING RELATED TO THIS SUPPLEMENTAL INDENTUREAGREEMENT OR THE TRANSACTION, IN EACH CASE, WHETHER NOW EXISTING OR HEREINAFTER ARISING AND WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (I) CERTIFIES THAT NO ADVISOR OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Waiver of Jury Trial. THIS SECOND SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. EACH OF THE COMPANY, THE GUARANTOR, COMPANY AND THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any Any legal suit, action or proceeding based on or arising out of or relating to based upon this Second Supplemental Indenture or any Notes may be instituted in the Notes Guarantee federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably agrees that all claims in respect submits to the non-exclusive jurisdiction of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such a court shall be conclusive and binding upon the court. The Company, the Guarantor or Trustee and the Trustee, as applicable, Holders (by their acceptance of the Securities) each hereby irrevocably and may be enforced in unconditionally waive any courts objection to the jurisdiction laying of which the Companyvenue of any suit, the Guarantor action or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, other proceeding in the manner specified herein Specified Courts and irrevocably and unconditionally waive and agree not to plead or as otherwise permitted by law.claim any such suit, action or other proceeding has been brought in an inconvenient forum

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Japan (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Republic of France (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY AND BENEFICIAL OWNER) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). EXHIBIT B NOTICE OF RATIO CHANGE To the fullest extent permitted by applicable lawHolders of American Depositary Shares (“ADSs”) representing the right to receive Deposited Securities of the Company Company: Sodexo S.A., each a société anonyme organized under the laws of the Republic of France. Depositary: Citibank, N.A. Custodian: Citibank International plc. Deposited Securities: Common shares (“Shares”) of the Company. Deposit Agreement: Amended and Restated Deposit Agreement, the Guarantor dated as of July 16, 2015, by and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of among the Company, the Guarantor and the Trustee irrevocably waivesCitibank, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the TrusteeN.A., as applicableDepositary, and may be enforced in any courts to the jurisdiction all Holders and Beneficial Owners of which the Company, the Guarantor or the TrusteeADSs issued hereunder, as applicable, is subject proposed to be amended by a suit upon such judgment, provided, that service of process is effected upon Amendment No. 1 to Amended and Restated Deposit Agreement (the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law“Amendment”).

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to conflict of law principles thereof. Each Party hereby, by its execution hereof, (a) irrevocably submits to the exclusive jurisdiction of, and irrevocably waives any venue objections against, the federal and state courts located in New Castle County, Delaware in any litigation arising out of this Agreement, (b) agrees that service of process made in any manner pursuant to Delaware law will constitute good and valid service of process in any such action or proceeding; and (c) waives and agrees not to assert (by way of motion, as a defense or otherwise) in any such action or proceeding any claim that service of process made in accordance with this Agreement does not constitute good and valid service of process therein; provided, however, that notwithstanding anything to the contrary set forth herein or in this Agreement, any Party may commence any action or proceeding in any court solely for the purpose of enforcing an Order issued by one of the aforementioned courts or to enforce any of the provisions set forth in this Section 11.9. THE PARTIES HERETO HEREBY WAIVE, AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYCOVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWDEFENDANT OR OTHERWISE), ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION OR CLAIM ARISING OUT OF OR RELATING RELATED TO THIS SUPPLEMENTAL INDENTUREAGREEMENT (INCLUDING IN CONNECTION WITH ANY ACTION OR CLAIM DESCRIBED IN THIS SECTION 11.9), AND ANY SUCH ACTION OR CLAIM WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. THE NOTES GUARANTEE OR PARTIES HERETO AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable lawKNOWING, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawVOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES HERETO.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO AGREEMENTS MADE AND CONFLICT OF LAWS PRINCIPLES THEREUNDER, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL BE PERFORMED IN SUCH STATEMANDATORILY APPLICABLE. Without limiting the foregoing, the above choice of law is expressly agreed to by the Company, the Securities Intermediary, the Custodial Agent, the Collateral Agent and the Holders from time to time acting through the Purchase Contract Agent, as their attorney‑in‑fact, in connection with the establishment and maintenance of the Collateral Account. The Company, the Collateral Agent and the Holders from time to time of the Equity Units, acting through the Purchase Contract Agent as their attorney‑in‑fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent and the Holders from time to time of the Equity Units, acting through the Purchase Contract Agent as their attorney‑in‑fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. EACH OF THE COMPANY, THE GUARANTOR, COLLATERAL AGENT AND THE TRUSTEE AND EACH HOLDER PURCHASE CONTRACT AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, THE NOTES GUARANTEE EQUITY UNITS OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Brazil (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: By: Title:

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Germany (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY AND BENEFICIAL OWNER) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawpremises.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To This Agreement shall be governed by and construed solely and exclusively in accordance with the fullest extent permitted by applicable law, each internal laws of the Company, the Guarantor and the Trustee hereby irrevocably submits State of New York without regard to the jurisdiction conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or State state court located in the Borough of Manhattan in The City City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any suitsuch action may be served upon any of them personally, action or proceeding based on by certified mail or arising out of registered mail upon them or relating to this Supplemental Indenture or their agent, return receipt requested, with the Notes Guarantee same full force and effect as if personally served upon them in New York City. The parties hereto expressly and irrevocably agrees waive any claim that all claims in respect of any such jurisdiction is not a convenient forum for any such suit or proceeding may be determined and any defense or lack of in any such courtpersonam jurisdiction with respect thereto. Each of In the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue event of any such suit, action or proceeding brought in an inconvenient forum. Each of the Companyproceeding, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court party prevailing therein shall be conclusive entitled to payment from the other party hereto of all of its reasonable counsel fees and binding upon the Companydisbursements. NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, the Guarantor or the TrusteeSUCCESSOR, as applicableHEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, and may be enforced in any courts to the jurisdiction of which the CompanyPROCEEDING, the Guarantor or the TrusteeCOUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, as applicableIN WHICH A JURY TRIAL HAS BEEN WAIVED, is subject by a suit upon such judgmentWITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 11.16 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawAND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 11.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To (a) This Agreement shall be construed in accordance with the fullest extent permitted by applicable law, each internal laws of the Company, State of New York without regard to the Guarantor and the Trustee conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any federal or court of the State court of New York located in the Borough County of Manhattan in The City New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “UK Court”), but shall not be required to submit to the jurisdiction of a court other than a New York Court or UK Court, for the purpose of any suit, action or other proceeding based on or arising out of or relating to this Supplemental Indenture Agreement or under any applicable securities laws and arising out of the Notes Guarantee foregoing, which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit suit, action or proceeding may will be heard and determined in any such court. Each party hereto (other than the Company) hereby irrevocably submits to the jurisdiction of any New York Court, but shall not be required to submit to the jurisdiction of a court other than a New York Court, for the purpose of any suit, action or other proceeding arising out of or relating to this Agreement or under any applicable securities laws and arising out of the Companyforegoing, the Guarantor which is brought by or against such party, and the Trustee such party hereby irrevocably waivesagrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any such court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Agreement other than in a New York Court except to the fullest extent permitted mandated by applicable law, . The Company hereby waives any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any New York Court or any XX Xxxxx or that such suit, action or proceeding was brought in an inconvenient forumcourt and agree not to plead or claim the same. Each of party hereto (other than the Company, ) hereby waives any objection that it may now or hereafter have to the Guarantor and the Trustee agrees that final judgment in venue of any such suit, action or proceeding in any New York Court or that such suit, action or proceeding was brought in such a an inconvenient court shall be conclusive and binding upon agree not to plead or claim the Companysame. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, the Guarantor or the TrusteeDEMAND, as applicableACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENT, and may be enforced in any courts to the jurisdiction of which the CompanyOR THE TRANSACTIONS RELATED HERETO, the Guarantor or the TrusteeIN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, as applicableAND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, is subject by a suit upon such judgmentDEMAND, providedACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawAND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Furthermore, the Depositary and the Company have been informed, and hereby inform the Holder and Beneficial Owners that as the date hereof, actions by Holders and Beneficial Owners to enforce any duty or liability created by the Exchange Act, the Securities Act or the respective rules and regulations thereunder must be brought, in certain circumstances, in federal court. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein. EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR THE TRANSACTION CONTEMPLATED HEREBYOTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. DB1/ 112040219.3 THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO AGREEMENTS MADE AND CONFLICT OF LAWS PRINCIPLES THEREUNDER, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL BE PERFORMED IN SUCH STATEMANDATORILY APPLICABLE. Without limiting the foregoing, the above choice of law is expressly agreed to by the Company, the Securities Intermediary, the Custodial Agent, the Collateral Agent and the Holders from time to time acting through the Purchase Contract Agent, as their attorney‑in‑fact, in connection with the establishment and maintenance of the Collateral Account. The Company, the Collateral Agent and the Holders from time to time of the Equity Units, acting through the Purchase Contract Agent as their attorney‑in‑fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent and the Holders from time to time of the Equity Units, acting through the Purchase Contract Agent as their attorney‑in‑fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. EACH OF THE COMPANY, THE GUARANTORCOLLATERAL AGENT, THE TRUSTEE PURCHASE CONTRACT AGENT AND EACH HOLDER THE HOLDERS FROM TIME TO TIME OF THE EQUITY UNITS, ACTING THROUGH THE PURCHASE CONTRACT AGENT AS THEIR ATTORNEY-IN-FACT, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREAGREEMENT, THE NOTES GUARANTEE EQUITY UNITS OR THE TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. EACH OF THE COMPANYAll questions concerning the construction, THE GUARANTORvalidity, THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY. To enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the fullest extent permitted by applicable law, each internal laws of the CompanyState of Georgia, without regard to the Guarantor principles of conflicts of law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Trustee transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the Atlanta, Georgia. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Atlanta, Georgia for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any federal or State court located in the Borough such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating process and consents to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined process being served in any such courtProceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of the Company, the Guarantor and the Trustee party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may have and all right to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment trial by jury in any such suitlegal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, action or proceeding brought then the prevailing party in such a court Proceeding shall be conclusive reimbursed by the other party for its attorneys fees and binding upon other costs and expenses incurred with the Companyinvestigation, the Guarantor or the Trustee, as applicable, preparation and may be enforced in any courts to the jurisdiction prosecution of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by lawProceeding.

Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND THE NOTES GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATEThe Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the State of Israel (or, if applicable, such other laws as may govern the Deposited Securities). EACH OF THE COMPANYPARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, THE GUARANTORWITHOUT LIMITATION, THE TRUSTEE AND EACH HOLDER HEREBY AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURETO, THE NOTES GUARANTEE DEPOSIT AGREEMENT, ANY ADR, ANY TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, THE TRANSACTION CONTEMPLATED HEREBYSHARES OR OTHER DEPOSITED SECURITIES OR ANY ADS (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE). To (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the fullest extent permitted by applicable lawundersigned Holder hereby sell(s), each assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is , the within ADR and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said ADR on the books of the Company, the Guarantor and the Trustee hereby irrevocably submits to the jurisdiction Depositary with full power of any federal or State court located substitution in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Supplemental Indenture or the Notes Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courtpremises. Each of the Company, the Guarantor and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Guarantor and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, the Guarantor or the Trustee, as applicable, and may be enforced in any courts to the jurisdiction of which the Company, the Guarantor or the Trustee, as applicable, is subject by a suit upon such judgment, provided, that service of process is effected upon the Company, the Guarantor or the Trustee, as applicable, in the manner specified herein or as otherwise permitted by law.Dated: Name: ________________________________ By: Title: