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

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 thereofYork. Notwithstanding anything contained in the Deposit Agreement to the contraryAgreement, 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 Mexico (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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 contraryAgreement, 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement(a) This Agreement (and any Disputes arising out of or related or to the transactions contemplated hereby or to the inducement of any party to enter herein, the ADRs whether for breach of contract, tortious conduct or otherwise and the ADSs whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, with the laws Laws of the State of New York without reference to Delaware irrespective of 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 principles of the State of New YorkDelaware including all matters of validity, construction, effect, enforceability, performance and remedies. (b) Subject to the rights provisions of holders of Shares and of any other Deposited Securities and the obligations and duties Section 8.4, each of the Company in respect Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the holders Court of Shares and other Deposited Securities, as such, shall be governed by the laws Chancery of the Cayman Islands (State of Delaware, or, if applicable(and only if) such court finds it lacks subject matter jurisdiction, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandfederal court of the United States of America sitting in Delaware, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agreesappellate courts thereof, that in 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 to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in any way to the Deposit AgreementCourt of Chancery of the State of Delaware, American Depositary Shares or Receiptsor, or if (and only if) such court finds it lacks subject matter jurisdiction, the transactions contemplated hereby or thereby or by virtue federal court of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in the United States District of America sitting in Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court for of Chancery of the Southern District State of New York (Delaware, or, if the Southern District of New York (and only if) such court finds it lacks subject matter jurisdiction over a particular disputejurisdiction, the federal court of the United States of America sitting in the state courts of New York County, New York)Delaware, and by holding an American Depositary Share or an interest therein each irrevocably waives appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any such proceedingaction or proceeding in such courts and (iv) waives, and irrevocably submits to the exclusive jurisdiction fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such courts in any such suit, action or proceedingproceeding in such courts. (c) EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 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. FOR VALUE RECEIVEDEACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, the undersigned Holder hereby sell(sAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4(c), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:.

Governing Law; Waiver of Jury Trial. The Deposit Agreement(a) This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any Disputes arising out of or related hereto or thereto or to the ADRs transactions contemplated hereby and thereby or to the ADSs inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, with the laws Laws of the State of New York without reference to Delaware irrespective of 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 principles of the State of New YorkDelaware including all matters of validity, construction, effect, enforceability, performance and remedies. (b) Subject to the rights provisions of holders of Shares and of any other Deposited Securities and the obligations and duties Article VII, each of the Company in respect Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the holders Court of Shares and other Deposited Securities, as such, shall be governed by the laws Chancery of the Cayman Islands (State of Delaware, or, if applicable(and only if) such court finds it lacks subject matter jurisdiction, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandfederal court of the United States of America sitting in Delaware, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agreesappellate courts thereof, that in 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 to this Agreement or any Ancillary Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in any way to the Deposit AgreementCourt of Chancery of the State of Delaware, American Depositary Shares or Receiptsor, or if (and only if) such court finds it lacks subject matter jurisdiction, the transactions contemplated hereby or thereby or by virtue federal court of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in the United States District of America sitting in Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court for of Chancery of the Southern District State of New York (Delaware, or, if the Southern District of New York (and only if) such court finds it lacks subject matter jurisdiction over a particular disputejurisdiction, the federal court of the United States of America sitting in the state courts of New York County, New York)Delaware, and by holding an American Depositary Share or an interest therein each irrevocably waives appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any such proceedingaction or proceeding in such courts and (iv) waives, and irrevocably submits to the exclusive jurisdiction fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such courts in any such suit, action or proceedingproceeding in such courts. (c) EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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. FOR VALUE RECEIVEDEACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, the undersigned Holder hereby sell(sAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH ANCILLARY AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2(c), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:.

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon or relating in any way to the Deposit Agreement, American Depositary Shares or ReceiptsADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including including, without limitation 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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, 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. [The ADRs issued in respect of 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 the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, (a) This Agreement and all rights hereunder issues and thereunder questions concerning the construction, validity, enforcement and provisions hereof interpretation of this Agreement (and thereof all Schedules and Exhibits hereto) shall be governed by, and construed in accordance with, the laws Laws of the State of New York Delaware, without reference giving effect to the principles of any choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present conflict of law rules or future provisions of the laws (whether of the State of New York, Delaware or any other jurisdiction) that would cause the rights application of holders of Shares and the Laws 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 jurisdiction other than the Company or State of Delaware. In furtherance of the Depositary foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement (including, but not limited to, any underwriters retained by the Companyand all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply. (b) Notwithstanding the foregoing and without limiting Section 11.7(a), the Parties hereby further agree that, no Party will bring any legal proceeding, whether in Law or in equity, whether in contract or in tort or otherwise, against the Lenders or any Lender Related Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, Spinco Commitment Letter or the transactions contemplated hereby or thereby or by virtue of ownership performance thereof, including without limitation claims 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 Securities Act of 1933Federal courts, 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 and appellate courts of New York County, New Yorkthereof). (c) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), 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 proceedingEACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT OR THE SPINCO FINANCING, and irrevocably submits to the exclusive jurisdiction of such courts in any such suitREGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT OR THE SPINCO FINANCING SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The 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 England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, the ADRs and the ADSs shall be interpreted in accordance withEXCEPT THAT ANY PROVISIONS REQUIRED TO BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE OR THE STATE OF COLORADO SHALL BE GOVERNED THEREBY. TNCL hereby appoints News America Incorporated, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by0000 Xxxxxx xx xxx Xxxxxxxx, 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 contraryXxx Xxxx, any ADR or any present or future provisions of the laws of the State of New YorkXxx Xxxx 00000, 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 SecuritiesAttention: Xxxxxx X. Xxxxxxx, as such, shall its authorized agent (the "Authorized Agent") upon which process may 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 served in 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, based upon this Agreement or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, Transactions that 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), any court by any party hereto and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have expressly consents to the laying of venue jurisdiction of any such proceedingcourt, but only in respect of any such action, and irrevocably submits waives any other requirements of or objections to personal jurisdiction with respect thereto. TNCL represents and warrants that the exclusive jurisdiction 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 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 courts appointment in the manner provided in Section 11.6 for the giving of notices. With respect to any such suitaction in the courts, action or proceeding. Holders and Beneficial Owners agree that service of process upon the provisions Authorized Agent in the manner provided in Section 11.6 for the giving of notices (substituting the address set forth above in this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(sSection 11.4(a), assign(s) and transfer(swritten notice of such service to TNCL given as provided in Section 11.6 shall be deemed, in every respect, effective service of process upon TNCL. (b) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION. THIS SECTION 11.4(b) HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, the within ADR and all rights thereunderAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premisesMEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. Dated: Name: ________________________________ By: Title:IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. [The ADRs issued in respect of 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 the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement. Except as otherwise specified herein, any reference to ADSs herein includes Partial Entitlement ADSs, Full Entitlement ADSs, Certificated ADSs, Uncertificated ADSs, and Restricted ADSs.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 contraryAgreement, 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 contraryAgreement, 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 American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933thereof or having any interest therein, may only be instituted in a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. [The ADRs issued in respect of 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 PPDAI Group Inc. and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs 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 applicable to the principles of choice of law thereofcontracts 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 Spain (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. a. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof of this Note 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 by and construed in the Deposit Agreement to the contrary, any ADR or any present or future provisions of accordance with the laws of the State of New York. b. Each of Payor and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the rights exclusive jurisdiction of holders the Supreme Court of Shares the State of New York sitting in New York County and of any other Deposited Securities and the obligations and duties United States District Court of the Company in respect Southern District 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 understandNew York, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agreesany appellate court from any thereof, that in 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 this Note, or for recognition or enforcement of any judgment, and each of Payor and each Guarantor 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 or, to the extent permitted by law, in such Federal court. Each of Payor and each Guarantor agrees that a final judgment in any way 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 Note shall affect any right that Payee may otherwise have to bring any action or proceeding relating to this Note against Payor or any Guarantor in the courts of any jurisdiction. c. Each of Payor and each Guarantor hereby irrevocably and unconditionally waives, to the Deposit Agreementfullest extent it may legally and effectively do so, 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 that 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 proceeding arising out of or relating to this Note in any court referred to in paragraph (b) of this paragraph shall survive such Holders’ Section 11. Each of Payor and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVEDeach Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the undersigned Holder hereby sell(sdefense of an inconvenient forum to the maintenance of such action or proceeding in any such court. d. EACH OF PAYOR AND EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF PAYOR AND EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, assign(sAGENT OR ATTORNEY OF PAYEE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________ACKNOWLEDGES THAT PAYEE HAS BEEN INDUCED TO LEND FUNDS TO PAYOR AND ACCEPT THIS NOTE BY, the within ADR and all rights thereunderAMONG OTHER THINGS, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(D).

Governing Law; Waiver of Jury Trial. The Deposit Agreement(a) This Agreement shall in all respects be governed by, the ADRs and the ADSs shall be interpreted construed 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 including all matters of holders of Shares construction, validity and of any other Deposited Securities and the obligations and duties performance. (b) Each of the Company parties hereto agrees that the United States federal and New York State courts located in respect The City of the holders of Shares New York shall have jurisdiction to hear 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 determine any legal suit, action or proceeding against or involving the Company or the Depositaryproceeding, regardless of whether such legal suitand to settle any disputes, 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 which may arise out of or relating in any way connection with this Agreement and, for such purposes, submits to the Deposit Agreement, American Depositary Shares or Receipts, or jurisdiction of such courts. Each of 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 parties hereto waives any objection which it may might now or hereafter have to the laying United States federal or New York State courts located in The City of venue of New York being nominated as the forum to hear and determine any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Holders and Beneficial Owners agree Each Borrower agrees that the provisions process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding in The City of this paragraph shall survive New York to Corporation Service Company, with an office on the date hereof at 1133 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 and each of the parties hereby appoints Corporation Service Company, its designee, appointee and Facility Agent to receive, accept and acknowledge for and on its behalf such Holders’ service of legal process, with the exception of the Facility Agent, Sole Bookrunner, Joint Lead Arrangers and Beneficial Owners’ ownership Lenders, who hereby consents to receive any such service of American Depositary Shares or interests thereinprocess directly at the address set forth in Section 13.05 of the Intercreditor Agreements. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR Each party hereto irrevocably consents to service of any and all rights thereunderlegal process, hereby irrevocably constituting summons, notices and appointing ________________________ attorney-in-fact documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Relevant Document by mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to transfer said ADR on the books such party at its address specified in Section 8.05 of the Depositary Intercreditor Agreements. (c) The submission to the jurisdiction of the courts referred to in Section 8.15(b) hereof shall not (and shall not be construed so as to) limit the right of the Facility Agent to take proceedings against the Borrowers in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. (d) Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with full power this Agreement to the giving of substitution any relief or the issue of any process in connection with such action or proceeding, including the premises. Dated: Name: ________________________________ By: Title:making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The 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 thereofthereof , 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 Cayman Islands United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof This Agreement shall be governed by, by and construed in accordance with the laws of the State of New York without reference giving effect to the principles of choice conflicts of law thereof. Notwithstanding anything contained law, except for the provisions of Section 8 and the provision in the Deposit Agreement 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 Province of British Columbia and the federal law of Canada. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the contrary, any ADR or any present or future provisions exclusive jurisdiction of the laws courts of the State of New York and of the United States of America, in each case located in the County of New York, the rights of holders of Shares and of for any other Deposited Securities and the obligations and duties of the Company action, proceeding or investigation in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands any court or before any governmental authority (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), "Litigation") arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or this Agreement and 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 (and agrees not to commence any Litigation relating thereto except 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 Yorksuch courts), and further agrees that service of any process, summons, notice or document by holding an American Depositary Share facsimile or an interest therein each registered mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceedingLitigation 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 submits and unconditionally waives and agrees not to the exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such Litigation brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, action or proceeding. Holders and Beneficial Owners agree that to the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVEDfullest extent permitted by applicable law, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR any and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on trial by jury in connection with any Litigation arising out of or relating to this Agreement or the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:transactions contemplated hereby.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 Depositary, must be forwarded with this ADR.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. Legends [The ADRs issued in respect of 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 the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement. Except as otherwise specified herein, any reference to ADSs herein includes Partial Entitlement ADSs, Full Entitlement ADSs, Certificated ADSs, Uncertificated ADSs, and Restricted ADSs.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs This Note and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof are to be construed according to and thereof shall be are 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 by the laws of the State of New York, without regard to principles of conflicts of laws thereof. The Company agrees that the rights New York State Supreme Court located in the County of holders Nassau, State of Shares and New York shall have exclusive jurisdiction in connection with any dispute concerning or arising out of this Note or otherwise relating to the parties relationship. In any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securitiesaction, 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 lawsuit or proceeding against brought to enforce or involving interpret the Company or the Depositary, regardless provisions 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), this Note and/or arising out of or relating to any dispute between the parties, the Holder shall be entitled to recover all of its costs and expenses relating collection and enforcement of this Note (including without limitation, reasonable attorney’s fees and disbursements) in addition to any way other relief to which the Holder may be entitled. THE COMPANY HEREBY WAIVES TRIAL BY JURY IN ANY 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 NOTE." (e) The Security Agreement and the Pledge Agreement are hereby amended by amending the definition of the term "Obligations" to read in its entirety as follows: "Obligations" shall mean all obligations of the Company 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 Secured Party under the Securities Act July 2009 Note, the New Note and the other Loan Documents executed in connection therewith, whether now existing or hereafter arising and whether for principal, interest, costs, fees or otherwise." The Security Agreement is further amended by amending Section 21 thereof (Termination) to include and extend to the New Note. Consequently, and upon the taking of 1933all actions to be taken at the Closing pursuant to Section 1.2 hereof, may only repayment of each of the July 2009 Note and of the New Note and the performance by the Company of all its obligations thereunder shall be instituted secured by a first priority lien and security interest in the United States District Court for collateral under the Southern District of New York (or, if Security Agreement and the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in Pledged Shares under 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:Pledge Agreement.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 applicable to the principles of choice of law thereofcontracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contraryAgreement, 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 England (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 Table 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. Contents FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. Table of Contents [The ADRs issued in respect of 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 Autolus Therapeutics plc and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] Table of Contents All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 Cayman Islands United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless arising out of whether such legal 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 also involves parties other than against or involving the Company or the Depositary (includingDepositary, 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 the ownership thereof, including without limitation claims under the Securities Act of 1933ADSs, may only be instituted in a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER 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, OR RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).” FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAWS, RULES AND PRINCIPLES THEREOF. (b) Each of PM Holdings and TCW/EMCO Holding hereby submits to 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 exclusive jurisdiction of the State federal and state courts in the Borough of Manhattan in The City of New York without reference to and any appellate court therefrom (the principles of choice of law thereof. Notwithstanding anything contained "Specified Courts") 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 this Agreement, American Depositary Shares or Receipts, the Ancillary Agreements to which they are parties or the transactions contemplated hereby or thereby (a "Related Proceeding"). Each of PM Holdings and TCW/EMCO Holding waives any objection to Related Proceedings in any Specified Court whether on the grounds of venue, residence or by virtue of ownership thereofdomicile or on the ground that the Related Proceedings have been brought in an inconvenient forum. PM Holdings irrevocably appoints CT Corporation System, including without limitation claims under presently located at 111 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Process Agent"), as the Securities Act of 1933, may only be instituted authorized agent in the United States District Court for the Southern District 50 55 Bxxxxxx xx Xxxxxxxxx xx The City of New York upon which process may be served on PM Holdings in any Related Proceeding. PM Holdings represents and warrants that the Process Agent has agreed to act as agent for service of process, and PM Holdings agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If the Process Agent shall cease to act as PM Holdings' agent for service of process, PM Holdings shall appoint without delay another such agent and notify the other party of such appointment. With respect to any such action in any New York State or United States federal court in the Borough of Manhattan, The City of New York, service of process upon the Process Agent and written notice of such service to PM Holdings shall be deemed, in every respect, effective service of process upon PM Holdings. (orc) TCW/EMCO Holding agrees that, if the Southern District should it no longer maintain its executive offices in The City of New York lacks subject matter jurisdiction over a particular disputeit shall irrevocably appoint CT Corporation System, at the address set forth above, as the authorized agent in the state courts Borough of Manhattan in The City of New York Countyupon which process may be served on TCW/EMCO Holding in any Related Proceeding. (d) To the extent permitted by Law, New York), PM Holdings and TCW/EMCO Holding each waives trial by holding an American Depositary Share or an interest therein jury in any action instituted hereunder. (e) PM Holdings and TCW/EMCO Holding each irrevocably expressly waives any objection which it may now right to recover, pursuant to Article 8 or hereafter have otherwise, punitive, incidental, indirect or consequential damages in any action instituted hereunder; provided, however, that the foregoing shall not prevent either party from recovering lost profits damages 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 extent constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:direct damages.

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 State of Israel (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 Australia (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 Japan (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: By: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without reference York. The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, 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 nonexclusive jurisdiction of the laws courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company appellate court from any thereof, 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 to this Guaranty, 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 any way such New York State court or, to the Deposit Agreementextent permitted by law, American Depositary Shares in such federal court. The Guarantor hereby agrees that service of process in any such action 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 proceeding brought in the United States District Court for the Southern District of any such New York State court or in such federal court may be made upon the Guarantor c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (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“Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by holding an American Depositary Share suit on the judgment or an interest therein each in any other manner provided by law. Nothing in this Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. The Guarantor hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that 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 proceedingproceeding arising out of or relating to this Guaranty in any New York State or federal court. Holders and Beneficial Owners agree The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent that the provisions Guarantor has or hereafter may acquire any immunity from the jurisdiction of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of American Depositary Shares execution, execution or interests therein. FOR VALUE RECEIVEDotherwise) with respect to itself or its property, the undersigned Holder Guarantor hereby sell(s)irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. The Guarantor 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 Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. The Guarantor hereby irrevocably waives all right to trial by jury in any action, assign(sproceeding or counterclaim (whether based on contract, tort or otherwise) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________arising out of or relating to any of the Loan Documents, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on transactions contemplated thereby or the books actions of the Depositary with full power of substitution Administrative Agent, the L/C Issuer or any Lender in the premises. Dated: Name: ________________________________ By: Title:negotiation, administration, performance or enforcement thereof.

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:.

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 Japan (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The 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 Australia (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 Depositary, must be forwarded with this ADR.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without reference York. (b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, 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 nonexclusive jurisdiction of the laws courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company appellate court from any thereof, 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 to this Guaranty, 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 any way such New York State court or, to the Deposit Agreementextent permitted by law, American Depositary Shares in such federal court. The Guarantor hereby agrees that service of process in any such action 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 proceeding brought in the United States District Court for the Southern District of any such New York State court or in such federal court may be made upon the Guarantor c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (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“Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by holding an American Depositary Share suit on the judgment or an interest therein each in any other manner provided by law. Nothing in this Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (c) The Guarantor hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that 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 proceedingproceeding arising out of or relating to this Guaranty in any New York State or federal court. Holders and Beneficial Owners agree The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 92155415 (d) To the extent that the provisions Guarantor has or hereafter may acquire any immunity from the jurisdiction of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of American Depositary Shares execution, execution or interests therein. FOR VALUE RECEIVEDotherwise) with respect to itself or its property, the undersigned Holder Guarantor hereby sell(s)irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. (e) The Guarantor 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 Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (f) The Guarantor hereby irrevocably waives all right to trial by jury in any action, assign(sproceeding or counterclaim (whether based on contract, tort or otherwise) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________arising out of or relating to any of the Loan Documents, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on transactions contemplated thereby or the books actions of the Depositary with full power of substitution Administrative Agent, any L/C Issuer or any Lender in the premises. Dated: Name: ________________________________ By: Title:negotiation, administration, performance or enforcement thereof.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof (a) This Agreement shall be governed by, by and construed in accordance with the laws of the State of New York Delaware, without reference regard to the principles of any choice of law thereofprinciples. Notwithstanding anything contained in In particular, the Deposit Agreement Company is formed pursuant to the contraryLLC Act, any ADR or any present or future provisions and the rights and liabilities of the laws Members shall be as provided therein, except as herein otherwise expressly provided. Except for disputes regarding a Removal Notice (for which the sole and exclusive venue shall be arbitration pursuant to Section 4.1(e) and Schedule D), each of the Members and the Manager consents to the jurisdiction of the Delaware Court of Chancery within New Castle county in the State of New YorkDelaware (and any appellate court thereof located within such county) and to the extent such Court of Chancery (or appellate court thereof located within such county) lacks jurisdiction over the matter, the rights Federal Courts 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 America located within New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, Castle County in the state courts State of New York County, New YorkDelaware (or appellate court thereof located within such county), and by holding an American Depositary Share or an interest therein each of the Members and the Manager hereby consents to the exclusive jurisdiction of the above courts in any such action and to the laying of venue in the State of Delaware. The parties irrevocably waives and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any proceeding in such proceeding, courts and irrevocably submits waive and agree not to the exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such proceeding brought in any such court has been brought in an inconvenient forum. Any process in any such action shall be duly served if mailed by registered mail, action or proceeding. Holders and Beneficial Owners agree that postage prepaid, to the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVEDparties at their respective address described in Section 10.6. (b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the undersigned Holder hereby sell(s)EACH OF THE MEMBERS AND MANAGING MEMBER XXXXXX XXXXXX TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:WHICH WAIVER IS INFORMED AND VOLUNTARY.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without reference York. (b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, 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 nonexclusive jurisdiction of the laws courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company appellate court from any thereof, 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 to this Guaranty, 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 any way such New York State court or, to the Deposit Agreementextent permitted by law, American Depositary Shares in such federal court. The Guarantor hereby agrees that service of process in any such action 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 proceeding brought in the United States District Court for the Southern District of any such New York State court or in such federal court may be made upon the Guarantor c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (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“Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by holding an American Depositary Share suit on the judgment or an interest therein each in any other manner provided by law. Nothing in this Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (c) The Guarantor hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that 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 proceedingproceeding arising out of or relating to this Guaranty in any New York State or federal court. Holders and Beneficial Owners agree The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) To the extent that the provisions Guarantor has or hereafter may acquire any immunity from the jurisdiction of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership any court or from any legal process (whether through service or notice, attachment 52196923_3 prior to judgment, attachment in aid of American Depositary Shares execution, execution or interests therein. FOR VALUE RECEIVEDotherwise) with respect to itself or its property, the undersigned Holder Guarantor hereby sell(s)irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. (e) The Guarantor 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 Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (f) The Guarantor hereby irrevocably waives all right to trial by jury in any action, assign(sproceeding or counterclaim (whether based on contract, tort or otherwise) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________arising out of or relating to any of the Loan Documents, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on transactions contemplated thereby or the books actions of the Depositary with full power of substitution Administrative Agent, the L/C Issuer or any Lender in the premises. Dated: Name: ________________________________ By: Title:negotiation, administration, performance or enforcement thereof.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without reference York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the principles nonexclusive jurisdiction of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR New York State court or any present or future provisions federal court of the laws United States of the State of America sitting in 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 understandYork City, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agreesany appellate court from any thereof, that in 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 to this Guaranty, 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 any way such New York State court or, to the Deposit Agreementextent permitted by law, American Depositary Shares in such federal court. Each Guarantor agrees that a final judgment in any such action or Receipts, proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or the transactions contemplated hereby in any other manner provided by law. Nothing in this Guaranty shall affect any right that any party may otherwise have to bring any action or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted proceeding relating to this Guaranty 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 Countyany jurisdiction. (c) Each Guarantor hereby irrevocably and unconditionally waives, New York)to the fullest extent it may legally and effectively do so, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which that 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 proceedingproceeding arising out of or relating to this Guaranty in any New York State or federal court. Holders and Beneficial Owners agree that Each Guarantor hereby irrevocably waives, to the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVEDfullest extent permitted by law, the undersigned Holder defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) To the extent that any Guarantor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Guarantor hereby sell(s)irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. (e) Each Guarantor 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 Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (f) Each Guarantor hereby irrevocably waives all right to trial by jury in any action, assign(sproceeding or counterclaim (whether based on contract, tort or otherwise) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________arising out of or relating to any of the Loan Documents, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on transactions contemplated thereby or the books actions of the Depositary with full power of substitution Administrative Agent, the L/C Issuer or any Lender in the premises. Dated: Name: ________________________________ By: Title:negotiation, administration, performance or enforcement thereof.

Governing Law; Waiver of Jury Trial. The Deposit Agreement(a) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS. (b) Each of the ADRs and parties hereto agrees that 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 Supreme Court of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained sitting in the Deposit Agreement to the contrary, any ADR or any present or future provisions Borough 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 understandManhattan, 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, sitting in the state courts Borough of New York County, New York)Manhattan, and by holding an American Depositary Share any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or an interest therein each irrevocably proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it may might now or hereafter have to such United States federal or New York State courts being nominated as the laying of venue of forum to hear and determine any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Holders and Beneficial Owners agree The Borrower agrees that the provisions of this paragraph shall survive process by which any suit, action or proceeding is begun may be served on it by being delivered to it in connection with any suit, action or proceeding in any such Holders’ and Beneficial Owners’ ownership of American Depositary Shares New York State or interests therein. FOR VALUE RECEIVEDfederal court to Wheels Up Partners LLC, the undersigned Holder hereby sell(s), 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 with an office on the books date hereof at 601 West 26th Street, Suite 900, New York, NY 10001; Attn: Chief Legal Officer, and the Borrower hereby appoints Wheels Up Partners LLC as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf such service of legal process. Each of the Depositary Facility Agent and the Security Trustee hereby consents to receive any such service of process directly at the address determined for such party pursuant to Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (c) The submission to the jurisdiction of the courts referred to in Section 8.14(b) shall not (and shall not be construed so as to) limit the right of the Facility Agent to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. (d) Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with full power this Agreement to the giving of substitution any relief or the issue of any process in connection with such action or proceeding, including the premises. Dated: Name: ________________________________ By: Title:making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding. (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR RELATED TO ANY OPERATIVE AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE PARTIES HERETO HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof This Agreement shall be governed by, by and construed in accordance with the laws of the State of New York without reference giving effect to the principles of choice conflicts of law thereoflaw. Notwithstanding anything contained in Each of the Deposit Agreement parties hereto hereby irrevocably and unconditionally consents to submit to the contrary, any ADR or any present or future provisions exclusive jurisdiction of the laws courts of the State of New York and of the United States of America, in each case located in the County of New York, the rights of holders of Shares and of for any other Deposited Securities and the obligations and duties of the Company action, proceeding or investigation in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands any court or before any governmental authority (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), "Litigation") arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or this Agreement and 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 (and agrees not to commence any Litigation relating thereto except 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 Yorksuch courts), and further agrees that service of any process, summons, notice or document by holding an American Depositary Share or an interest therein each registered mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceedingLitigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, and hereby further irrevocably submits and unconditionally waives and agrees not to the exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such Litigation brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, action or proceeding. Holders and Beneficial Owners agree that to the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVEDfullest extent permitted by applicable law, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR any and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on trial by jury in connection with any Litigation arising out of or relating to this Agreement or the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:transactions contemplated hereby.

Governing Law; Waiver of Jury Trial. The 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 England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of of, such courts in any such suit, action or proceeding. It is understood that 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:.

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 France (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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, 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT THAT ANY PROVISIONS REQUIRED TO BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE SHALL BE GOVERNED THEREBY. Each of the parties 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, the ADRs (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 the ADSs shall be interpreted (iv) agrees to accept service of process at its address for notices pursuant to this Agreement in accordance withany such action or proceeding brought in any such court. TNCL hereby appoints News America Incorporated, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws 1211 Avenue 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 contraryAmericas, 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 New York 10036, Attention: Xxxxxx X. Xxxxxxx, xx xxx xxxxxxxxxx xxxxx (xxx "Xxxxorized Agent") xxxx xxxxx xxxxess may be served in 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, based upon this Agreement or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, Merger that 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), any court by any party hereto and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have expressly consents to the laying of venue jurisdiction of any such proceedingcourt, but only in respect of any such action, and irrevocably submits waives any other requirements of or objections to personal jurisdiction with respect thereto. TNCL represents and warrants that the exclusive jurisdiction 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 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 courts appointment in the manner provided in Section 11.6 for the giving of notices. With respect to any such suitaction in the courts, action or proceeding. Holders and Beneficial Owners agree that service of process upon the provisions Authorized Agent in the manner provided in Section 11.6 for the giving of notices (substituting the address set forth above in this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(sSection 11.4(a), assign(s) and transfer(swritten notice of such service to TNCL given as provided in Section 11.6 shall be deemed, in every respect, effective service of process upon TNCL. (b) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION. THIS SECTION 11.4(b) HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, the within ADR and all rights thereunderAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premisesMEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. Dated: Name: ________________________________ By: Title:IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

Governing Law; Waiver of Jury Trial. The 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 England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 Depositary, must be forwarded with this ADR.

Governing Law; Waiver of Jury Trial. The 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 ADS 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 ReceiptsADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including including, without limitation 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 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon or relating in any way to the Deposit Agreement, American Depositary Shares or ReceiptsADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including including, without limitation 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The 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 United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 attorney‑in‑fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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 State of Israel (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 Depositary, must be forwarded with this ADR.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 Depositary, must be forwarded with this ADR. be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 contraryAgreement, 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 American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933thereof or having any interest therein, may only be instituted in a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The 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 ADS 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 ReceiptsADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including including, without limitation 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 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs This Confidentiality Agreement will be governed by and the ADSs shall be interpreted construed in accordance withwith the federal law of the United States. To the extent that federal law does not supply a rule of decision, and all rights hereunder and thereunder and provisions hereof and thereof shall this Confidentiality Agreement will be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Notwithstanding anything contained by and construed and enforced in the Deposit Agreement to the contrary, any ADR or any present or future provisions of accordance with the laws of the State of New York, without reference to any conflict of laws rule or principle that might refer the rights governance or construction to the law 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)another jurisdiction. Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each Bidder hereby irrevocably agrees, agrees that any legal suit, action or proceeding against it arising out of or involving in any manner relating to this Confidentiality Agreement may be brought in United States District Court in and for the Company District of Columbia. Bidder expressly and irrevocably assents and submits to the exclusive jurisdiction of such court in any such action or the Depositary, regardless of whether such legal suit, proceeding. Bidder and Xxxxxx each irrevocably agrees to waive any rights it may have to a jury trial in any action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), against it arising out of or relating in any way manner to the Deposit this Confidentiality 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 . Nothing 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 this Confidentiality Agreement will require 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, unlawful action or proceedinginaction by any party. Holders and Beneficial Owners agree In the event that any of the provisions of this paragraph shall survive Confidentiality Agreement is held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such Holders’ provision will be limited or eliminated to the minimum extent necessary so that this Confidentiality Agreement otherwise remains in full force and Beneficial Owners’ ownership effect. Bidder and Seller intend that the terms and provisions of American Depositary Shares or this Confidentiality Agreement be given the broadest possible interpretation to protect the interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:Seller under this Confidentiality Agreement.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs This Certificated Depositary Interest and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof Deposit Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference regard to the applicable principles of choice conflicts of law thereof. Notwithstanding anything contained in the Deposit Agreement laws to the contrary, any ADR or any present or future provisions extent that the application of the laws of the State of New Yorkanother jurisdiction would be required thereby. THE PARTIES TO THE DEPOSIT AGREEMENT (INCLUDING, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the FOR AVOIDANCE OF DOUBT, EACH HOLDER OF BOOK-ENTRY INTERESTS) IRREVOCABLY WAIVE, 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 CERTIFICATED DEPOSITARY INTEREST AND THE DEPOSIT AGREEMENT. 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 irrevocably (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, i) 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 based upon the Deposit Agreement, American Depositary Shares or Receipts, Agreement 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 any United States District Court for Federal or state court in the Southern District Borough of Manhattan, the City of New York and (orii) waives, if to the Southern District of New York lacks subject matter jurisdiction over a particular disputefullest extent it may effectively do so, 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. The Company has appointed KBC Bank NV New York branch at 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, and irrevocably submits to XX 00000 Xxxxxx Xxxxxx as its authorized agent (the exclusive jurisdiction of such courts “Authorized Agent”) upon whom process may be served in any such suit, action arising out of 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 based on the books Deposit Agreement and the Notes which may be instituted in any New York court, expressly consents to the jurisdiction of the Depositary any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with full power of substitution in the premisesrespect thereto. Dated: Name: ________________________________ By: Title:Such appointment shall be irrevocable.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 contraryAgreement, 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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-attorney- in-fact to transfer said ADR on the books of the Depositary 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 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 Depositary, must be forwarded with this ADR. be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc. All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

Governing Law; Waiver of Jury Trial. The Deposit (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT THAT ANY PROVISIONS REQUIRED TO BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE SHALL BE GOVERNED THEREBY. Each of the parties 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, the ADRs (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 the ADSs shall be interpreted (iv) agrees to accept service of process at its address for notices pursuant to this Agreement 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 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 Company or the Depositary, regardless of whether such legal suit, "Authorized Agent") upon which process may be served in any 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, based upon this Agreement or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, Merger that 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), any court by any party hereto and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have expressly consents to the laying of venue jurisdiction of any such proceedingcourt, but only in respect of any such action, and irrevocably submits waives any other requirements of or objections to personal jurisdiction with respect thereto. TNCL represents and warrants that the exclusive jurisdiction 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 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 courts appointment in the manner provided in Section 11.6 for the giving of notices. With respect to any such suitaction in the courts, action or proceeding. Holders and Beneficial Owners agree that service of process upon the provisions Authorized Agent in the manner provided in Section 11.6 for the giving of notices (substituting the address set forth above in this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(sSection 11.4(a), assign(s) and transfer(swritten notice of such service to TNCL given as provided in Section 11.6 shall be deemed, in every respect, effective service of process upon TNCL. (b) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION. THIS SECTION 11.4(b) HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, the within ADR and all rights thereunderAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premisesMEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. Dated: Name: ________________________________ By: Title:IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

Governing Law; Waiver of Jury Trial. The Deposit AgreementExcept as otherwise provided in this Section 14, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof this Agreement shall be governed byby and construed in accordance with the internal 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); provided, however, that all provisions regarding the Escrow Agent’s rights, immunities, liabilities, duties, responsibilities or obligations hereunder shall be governed by and construed in accordance with the laws of the State of New York without reference applicable to contracts made and wholly performed within such state. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties hereto agree that any suit, action or proceeding brought by the principles Escrow Agent against any party hereto or by any party hereto against the Escrow Agent (each an “Escrow Agent Action”) to enforce any provision of, or based on any matter arising out of choice of law thereof. Notwithstanding anything contained or in connection with, this Agreement or the Deposit Agreement to the contrary, transactions contemplated hereby may be brought in any ADR federal or any present or future provisions of the laws of state court located in New York County in the State of New York. With respect to an Escrow Agent Action, each of the rights of holders of Shares and parties hereto submits to the non-exclusive jurisdiction of any other Deposited Securities and federal or state court located in New York County in the obligations and duties State of the Company New York 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 seeking to enforce any provision of, 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, based on any underwriters retained by the Company), matter arising out of of, or relating in any way to the Deposit Agreementconnection with, American Depositary Shares or Receipts, this Agreement or the transactions contemplated hereby or and 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 the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. With respect to an Escrow Agent Action, each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the 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 proceeding in any such court or that the provisions of this paragraph shall survive any such Holders’ and Beneficial Owners’ ownership of American Depositary Shares suit, action or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution proceeding brought in the premises. Dated: Name: ________________________________ By: Title:any such court has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof (a) This Agreement 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 and construed in the Deposit Agreement to the contraryaccordance with, any ADR or any present or future provisions of the laws of the State of New York, regardless of the rights laws that might otherwise govern under applicable principles of holders conflicts of Shares laws thereof. Each party irrevocably submits to the exclusive jurisdiction of (a) the courts of the State of New York located in New York, NY, and (b) the United States District Court for the Southern District of New York, for the purposes 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 this Agreement. Each party agrees to commence 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 such action either in the United States District Court for the Southern District of New York (oror if such action may not be brought in such court for jurisdictional reasons, if in the Southern District courts of the State of New York lacks subject matter jurisdiction over a particular disputelocated in New York, NY. Each party further agrees that service of any process, summons, notice or document by the U.S. registered mail to such party’s respective address set forth in the state courts Section 12.4 shall be effective service of process for any Action in New York County, New Yorkwith respect to any matters to which it has submitted to jurisdiction in this Section 12.5(a), . Each party irrevocably and by holding an American Depositary Share or an interest therein each irrevocably unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceedingaction arising out of this Agreement in (i) the courts of the State of New York located in New York, NY, and (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably submits and unconditionally waives and agrees not to the exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such action brought in any such court has been brought in an inconvenient forum. (b) EXCEPT AS LIMITED BY APPLICABLE LAW, action or proceedingEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. 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. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED-FOR VALUE RECEIVEDAGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, the undersigned Holder hereby sell(s)SUIT, 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Waiver of Jury Trial. The 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 British Virgin 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The 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 England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of of, such courts in any such suit, action or proceeding. It is understood that 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 contraryAgreement, 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. [The ADRs issued in respect of 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 Zai Lab Limited and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, Agreement and 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 contraryAgreement, 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 understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title: SIGNATURE GUARANTEED 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 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 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 Securities Transfer Association, Inc. To Holders and Beneficial Owners of American Depositary Shares (“ADSs”) of Gravitas Education Holdings, Inc. Company: Gravitas Education Holdings, Inc., a company organized under the laws of the Cayman Islands and previously known as “RYB Education, Inc”. Depositary: Citibank, N.A. Custodian: Citibank, N.A. – Hong Kong. Existing ADS-to-Share Ratio: Each ADS represents one (1) fully paid Class A ordinary share of the Company (the “Share(s)”). New ADS-to-Share Ratio: Each ADS represents twenty (20) Shares. Deposit Agreement: Deposit Agreement, dated as of September 26, 2017, by and among the Company, the Depositary, and the Holders and Beneficial Owners of ADSs issued thereunder (the “Deposit Agreement”). ADS Symbol: GXXX. Existing ADS ISIN: US74979W1018. New ADS ISIN: US74979W2008 Existing ADS CUSIP: 70000X000. New ADS CUSIP: 70000X000. Effective Date: October [·], 2022. ADS Books Closure to ADS Issuances and Cancellations: October 11, 2022. (5:00 p.m. New York City time) until October 14, 2022. (5:00 p.m. New York City time). The Company and the Depositary have agreed to change the Existing ADS-to-Share Ratio (the “ADS Ratio Change”) as of the Effective Date as follows:

Governing Law; Waiver of Jury Trial. The 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 applicable to the principles of choice of law thereofcontracts 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, 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc. [The ADRs issued in respect of 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 the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”] All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement. Except as otherwise specified herein, any reference to ADSs herein includes Partial Entitlement ADSs, Full Entitlement ADSs, Certificated ADSs, Uncertificated ADSs, and Restricted ADSs.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 Depositary, must be forwarded with this ADR.

Governing Law; Waiver of Jury Trial. The Deposit a. This Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof remedies in connection therewith, shall be governed by, and construed under, the laws Laws of the State of New York Delaware, without reference regard to otherwise governing principles of conflicts of law (whether of the State of Delaware or otherwise) that would result in the application of the Laws of any other jurisdiction; provided, however, that all disputes and controversies arising out of or relating to the principles of choice of law thereof. Notwithstanding anything contained Debt Financing or the Note Purchase Agreements or against the Debt Financing Sources shall be governed by, and construed in the Deposit Agreement to the contrary, any ADR or any present or future provisions of accordance with the laws of the State of New York, without regard to the rights of holders of Shares and laws of any other Deposited Securities and the obligations and duties jurisdiction that might be applied because of the Company in respect conflicts of laws principles of the holders State of Shares and other Deposited Securities, as such, shall be governed by the laws New York. b. Each 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 Parties irrevocably agrees, agrees that any legal suitaction, action proceeding or proceeding against other Actions 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), matters arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, this Agreement or the transactions contemplated hereby brought by any Party or thereby its successors or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only assigns against any other Party shall be instituted brought and determined in the United States District Delaware Court for of Chancery (or, if and only if the Southern District Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court located within the State of Delaware) and appellate courts thereof; provided, however, that any legal action, proceeding or other Actions or matters arising out of or relating to the Debt Financing or the Note Purchase Agreements shall be brought and determined in any New York state or federal court sitting in the Borough of Manhattan in the City of New York (or, if the Southern District of New York such court lacks subject matter jurisdiction over a particular disputejurisdiction, in the state courts of any appropriate New York County, New Yorkstate or federal court), and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to . Each of the laying of venue of any such proceeding, and Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property (as applicable), generally and unconditionally, with regard to any such legal action, proceeding or other matters arising out of or relating to this Agreement and the transactions contemplated hereby; provided, however, that any New York state or federal court sitting in the Borough of Manhattan in the City of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York state or federal court) shall be the exclusive jurisdiction for any legal action, proceeding or other matters involving, relating to, or arising from the Debt Financing or the Note Purchase Agreements or against the Debt Financing Sources. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware (or New York, with respect to the Debt Financing or the Note Purchase Agreements or against the Debt Financing Sources), other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware (or New York, with respect to the Debt Financing or the Note Purchase Agreements or against the Debt Financing Sources) as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, the transactions contemplated hereby, the Debt Financing or the Note Purchase Agreements or against the Debt Financing Sources, (x) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason (or the courts in New York as described in the case of the Debt Financing or the Note Purchase Agreements or against the Debt Financing Sources), (y) that it or its property (as applicable) is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (i) the suit, action, or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action action, or proceeding. Holders and Beneficial Owners agree that proceeding is improper or (iii) this Agreement or the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares transactions contemplated hereby, or interests therein. FOR VALUE RECEIVEDthe subject matter hereof, the undersigned Holder hereby sell(s)Debt Financing or the Note Purchase Agreements may not be enforced in or by such courts. c. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, assign(sPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE DEBT FINANCING OR THE NOTE PURCHASE AGREEMENTS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) and transfer(sNO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF AN ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, the within ADR and all rights thereunder(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof (a) This Agreement shall be governed by, and construed in accordance with the laws of the State of New York Illinois, without reference regard to any applicable conflicts of law. (b) The parties hereby (i) irrevocably submit to the principles exclusive jurisdiction of choice the Federal Courts of law thereof. Notwithstanding anything contained the United States of America located in the Deposit Agreement to State of Illinois (the contrary“Federal Courts”), any ADR or any present or future provisions of or, if jurisdiction in the laws Federal Courts is not available, the courts of the State of New YorkIllinois (the “Illinois Courts”), 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 Securitiesany claim, 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 dispute or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action controversy relating to 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 the negotiation, interpretation or relating enforcement of this Agreement or any of the documents referred to in any way to the Deposit Agreement, American Depositary Shares or Receipts, this Agreement or the transactions contemplated hereby or thereby (any such claim being a “Covered Claim”); (ii) irrevocably agree to request that the Federal Courts, or by virtue of ownership thereofas applicable, 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), Illinois Courts adjudicate any Covered Claim on an expedited basis and by holding to cooperate with each other to assure that 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 expedited resolution of any such proceedingdispute is achieved; (iii) waiver, and irrevocably submits agree not to assert, as a defense in any action, suit or proceeding raising a Covered Claim that any of the parties hereto is not subject to the exclusive personal jurisdiction of the Illinois Courts or the Federal Courts or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may be inappropriate or inconvenient or that this Agreement or any such document may not be enforced in or by such courts, and (iv) irrevocably agree to abide by the rules of procedure applied by the Federal Courts, or as applicable, the Illinois Courts (including the procedures for expedited pre-trial discovery) and waive any objection to any such procedure on the ground that such procedure would not be permitted in the courts of some other jurisdiction or would be contrary to the laws of some other jurisdiction. The parties further agree that any Covered Claim has a significant connection with the State of Illinois and will not contend otherwise in any proceeding in any court of any other jurisdiction. Each party represents that it has agreed to the jurisdiction of the Federal Courts and the Illinois Courts in respect of Covered Claims after being fully and adequately advised by legal counsel of its own choice concerning the procedure and law applied in the Federal Courts and the Illinois Courts and has not relied on any representation by any other party or its Affiliates, representatives or advisors as to the content, scope, or effect of such procedures and law, and will not contend otherwise in any proceeding in any court of any jurisdiction. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or proceedingproceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Holders and Beneficial Owners agree that Nothing herein shall affect the provisions right of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests thereinany party to serve process in any other manner permitted by applicable law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. FOR VALUE RECEIVEDEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, the undersigned Holder hereby sell(s)AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, assign(sEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) and transfer(sEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the within ADR and all rights thereunderAMONG OTHER THINGS, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs This Note and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof are to be construed according to and thereof shall be are 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 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 rights interpretation, enforcement and defense 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 by this Note and any other Transaction Documents (whether brought against a party hereto or thereby its respective affiliates, directors, officers, shareholders, partners, members, employees or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only agents) shall 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, commenced exclusively in the state and federal courts sitting in the City of New York CountyYork, 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 Borough of venue of any such proceeding, and 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 courts 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 suitaction, action suit or proceedingproceeding 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. Holders and Beneficial Owners agree that the provisions of this paragraph Nothing contained herein shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests thereinbe deemed to limit in any way any right to serve process in any other manner permitted by applicable law. FOR VALUE RECEIVEDEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, the undersigned Holder hereby sell(s)PROCEEDING, assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________CLAIM OR COUNTERCLAIM, the within ADR and all rights thereunderWHETHER IN CONTRACT OR TORT, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS NOTE.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof This Agreement shall be governed by, by and construed in accordance with the laws of the State of New York without reference giving effect to the principles of choice conflicts of law thereoflaw. Notwithstanding anything contained in Each of the Deposit Agreement parties hereto hereby irrevocably and unconditionally consents to submit to the contrary, any ADR or any present or future provisions exclusive jurisdiction of the laws courts of the State of New York and of the United States of America, in each case located in the County of New York, the rights of holders of Shares and of for any other Deposited Securities and the obligations and duties of the Company action, proceeding or investigation in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands any court or before any governmental authority (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), "LITIGATION") arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or this Agreement and 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 (and agrees not to commence any Litigation relating thereto except 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 Yorksuch courts), and further agrees that service of any process, summons, notice or document by holding an American Depositary Share or an interest therein each registered mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceedingLitigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, and hereby further irrevocably submits and unconditionally waives and agrees not to the exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such Litigation brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, 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. FOR VALUE RECEIVEDTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York without reference York. (b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, 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 nonexclusive jurisdiction of the laws courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company appellate court from any thereof, 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 to this Guaranty, 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 any way such New York State court or, to the Deposit Agreementextent permitted by law, American Depositary Shares in such federal court. The Guarantor hereby agrees that service of process in any such action 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 proceeding brought in the United States District Court for the Southern District of any such New York State court or in such federal court may be made upon the Guarantor c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (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“Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by holding an American Depositary Share suit on the judgment or an interest therein each in any other manner provided by law. Nothing in this Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (c) The Guarantor hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that 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 proceedingproceeding arising out of or relating to this Guaranty in any New York State or federal court. Holders and Beneficial Owners agree The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) To the extent that the provisions Guarantor has or hereafter may acquire any immunity from the jurisdiction of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of American Depositary Shares execution, execution or interests therein. FOR VALUE RECEIVEDotherwise) with respect to itself or its property, the undersigned Holder Guarantor hereby sell(s)irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. (e) The Guarantor 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 Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (f) The Guarantor hereby irrevocably waives all right to trial by jury in any action, assign(sproceeding or counterclaim (whether based on contract, tort or otherwise) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________arising out of or relating to any of the Loan Documents, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on transactions contemplated thereby or the books actions of the Depositary with full power of substitution Administrative Agent, any L/C Issuer or any Lender in the premises. Dated: Name: ________________________________ By: Title:negotiation, administration, performance or enforcement thereof.

Governing Law; Waiver of Jury Trial. The 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. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary 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 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 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 Securities Transfer Association, Inc.

Governing Law; Waiver of Jury Trial. The 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 Cayman Islands United Mexican States (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless arising out of whether such legal 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 also involves parties other than against or involving the Company or the Depositary (includingDepositary, 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 the ownership thereof, including without limitation claims under the Securities Act of 1933ADSs, may only be instituted in a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:.

Governing Law; Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof This Agreement shall be governed by, by and construed in accordance with the laws of the State of New York without reference giving effect to the principles of choice conflicts of law thereoflaw. Notwithstanding anything contained in Each of the Deposit Agreement parties hereto hereby irrevocably and unconditionally consents to submit to the contrary, any ADR or any present or future provisions exclusive jurisdiction of the laws courts of the State of New York and of the United States of America, in each case located in the County of New York, the rights of holders of Shares and of for any other Deposited Securities and the obligations and duties of the Company action, proceeding or investigation in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands any court or before any governmental authority (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), "Litigation") arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or this Agreement and 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 (and agrees not to commence any Litigation relating thereto except 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 Yorksuch courts), and further agrees that service of any process, summons, notice or document by holding an American Depositary Share or an interest therein each registered mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceedingLitigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, and hereby further irrevocably submits and unconditionally waives and agrees not to the exclusive jurisdiction of such courts plead or claim in any such suitcourt that any such Litigation brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, 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. FOR VALUE RECEIVEDTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. The 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 England and Wales (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understandunderstand and each irrevocably agrees that, and by holding an American Depositary Share ADS or an interest therein such Holders and Beneficial Owners each irrevocably agreestherein, 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 based upon the Deposit Agreement, American Depositary Shares or ReceiptsADSs, 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 a state or federal court in the United States District Court for the Southern District City 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 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 proceedingsuit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of 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 American Depositary Shares ADSs or interests therein. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), 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 Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title: