Common use of Submission to Jurisdiction; Appointment of Agent for Service Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx Achilles X. Xxxxxxxxx Xxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration StatementStatement or the offering of the Securities, and agrees that any such suit, action, or the transactions contemplated hereby or therebyproceeding may be brought in any such court. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such a court and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably designates and appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Trust and the Manager irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Time of Sale Prospectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Units. The Bank Trust and the Manager irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has Trust and the Manager have or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself themselves or its their property, the Bank Trust and the Manager irrevocably waiveswaive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Trust and the Manager hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx Tu-Sekine of Canadian Imperial Bank of CommerceXxxxxx & Xxxxxx LLP, with offices at 000 Xxxxxxxxx XxxxxxXxxxx 000, 0xx Xxxxx0000 X Xxxxxx X.X., Xxx Xxxx, Xxxxxxxxxx XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Trust and the Manager waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Trust and the Manager represents and warrants that such agent has agreed to act as the Bank’s agent for service of processprocess for the Trust and the Manager, and the Bank Trust and the Manager 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each Seller irrevocably submits to the non-exclusive personal jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising involving any of the parties hereto that arises out of or relating relates to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby or therebyhereby. The Bank Each Seller irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to personal jurisdiction in such a court, the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court court, has been brought in an inconvenient forum. To the extent that the Bank any Seller has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank such Seller irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each Seller hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceSensata Technologies, Inc., with offices at 000 Xxxxxxxxx Xxxxxxxx Xxxxxx, 0xx XxxxxXxxxxxxxx, Xxx XxxxXxxxxxxxxxxxx 00000, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the any office of such agent. The Bank Each Seller waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each Seller represents and warrants that such agent has agreed to act as the Banksuch Seller’s agent for service of process, and the Bank such Seller 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or therebyPurchase Option. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To Any such process or summons to be served upon the extent that Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the Bank has address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) claim. The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company 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. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Holder in any competent court in the British Virgin Islands. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company and each Underwriter irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank Company and each Underwriter irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Sanofi U.S. Services Inc., 00 Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx XxxxXxxxxxxxxxx, XX 00000 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, process and the Bank agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of (i) agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding against the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby or thereby. The Bank irrevocably may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent permitted by lawit may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To (iii) submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity courts in respect of any such suit, action or proceeding. . The Selling Stockholder irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (bincluding sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any legal suit, action or proceeding described against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Selling Stockholder has appointed Corporation Service Company, Albany, New York, as its authorized agent (the preceding paragraph and agrees that service of “Authorized Agent”) upon whom process may be served in any such suit, action arising out of or proceeding based on this Agreement or the transactions contemplated hereby which may be made upon it at the office of such agent. The Bank waivesinstituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the fullest extent permitted by lawjurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Selling Stockholder represents and warrants that such agent the Authorized Agent has agreed to act as the Bank’s such agent for service of process, process and the Bank 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, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Selling Stockholder will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholder.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby or therebyhereby. The Bank Company and each of the Company’s Controlled Entities irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably Company appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCogency Global Inc., with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suitsuch suit or proceeding, action or proceeding described in the preceding paragraph and agrees agree that service of process in any manner permitted by applicable law upon such suitagent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, action as the case may be, in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Selling Shareholders hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or United States U.S. Federal court sitting in The the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to based upon this Agreement, . Each of the Prospectuses, Company and the Registration Statement, or the transactions contemplated hereby or thereby. The Bank Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any of the Bank Company and any Selling Shareholder has or hereafter may acquire any immunity under New York or Luxembourg Law (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Company and the Selling Shareholders, as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (bi) The Bank Each of the Company and Kinove Holdings hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Corporation Service Company and (ii) each Luxco Seller hereby appoints the Attorneys as its agent agent(s) for service of process in any suit, action or proceeding described in the first sentence of the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agentagent(s). The Bank Each of the Company and the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect theretoto such action or proceeding. The Bank Each of the Company and Selling Shareholders represents and warrants that such agent agent(s) has (have) agreed to act as its agent(s) for service of process. To the Bank’s extent that either the Company or Selling Shareholders determines to appoint a new agent for service of process, the Company and Selling Shareholders agrees to promptly notify the Representatives of the name and address of such new agent for service of process. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase U.S. dollars with such other currency in the city of New York on the business day preceding that on which final judgment is given. The obligation of each of the Company and the Bank Selling Shareholders with respect to any sum due from it to any Underwriter or any person controlling any Underwriter under this Agreement shall, notwithstanding any judgment in a currency other than U.S. dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase U.S. dollars with such other currency. If the U.S. dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company and each Selling Shareholder agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to take any pay to the Company and all actioneach Selling Shareholder, including as applicable, an amount equal to the filing excess of any and all documents and instruments, that may be necessary the U.S. dollars so purchased over the sum originally due to continue such appointment in full force and effectUnderwriter or controlling person hereunder.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx Vice President, US Operations of Canadian Imperial The Bank of CommerceNova Scotia, with offices at 000 Xxxxxxxxx XxxxxxXxx Xxxxxxx Xxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement or any applicable Terms Agreement, the ProspectusesProspectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx Vice President, US Operations of Canadian Imperial The Bank of CommerceNova Scotia, with offices at 000 Xxxxxxxxx XxxxxxXxx Xxxxxxx Xxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over in any suit, action suit or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby or therebyhereby. The Bank Company irrevocably waivesand unconditionally, to the fullest maximum extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement or the transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To At the extent that request of the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its propertyRepresentative, the Bank Company shall cause such of its Subsidiaries as are designated by the Representative to irrevocably waivesand unconditionally, to the fullest maximum extent permitted by law, such immunity in respect waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such suitcourt that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints its registered agent, action as reflected in its filings with the State of Nevada as its authorized agent (the “Authorized Agent”) in the State of Nevada upon which process may be served in any such suit or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees agree that service of process in any manner permitted by applicable law upon such suit, action agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of two years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company and each of the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States the U.S. Federal court sitting and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company and each of the Selling Shareholders irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or therebyclaim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Bank Company and each of the Selling Shareholders irrevocably appoint Xxxxxxx Xxxx (USA), Inc., located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, as their authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent, and written notice of said service to each of the Selling Shareholders by the person serving the same to each of the Selling Shareholders at their respective addresses set forth on Schedule I hereto, shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company and the Selling Shareholders in any such suit or proceeding. The Company and each of the Selling Shareholders further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and each of the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of venue of any such suit, action or proceeding brought trial by jury in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements arising out of or objections relating to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as this Agreement or the Bank’s agent for service of process, and the Bank 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 effecttransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Time of Sale Prospectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Shares. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself themselves or its their property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx XxxxXxxxxxxxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s agent for service of processprocess for the Company, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Trust and the Manager irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Time of Sale Prospectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Units. The Bank Trust and the Manager irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has Trust and the Manager have or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself themselves or its their property, the Bank Trust and the Manager irrevocably waiveswaive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Trust and the Manager hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx Tu-Sekine of Canadian Imperial Bank of CommerceXxxxxx & Xxxxxx LLP, with offices at 000 Xxxxxxxxx XxxxxxXxxxx 000, 0xx Xxxxx0000 X Xxxxxx X.X., Xxx Xxxx, Xxxxxxxxxx XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Trust and the Manager waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Trust and the Manager represents and warrants that such agent has agreed to act as the Bank’s agent for service of processprocess for the Trust and the Manager, and the Bank Trust and the Manager 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, . Each of the Prospectuses, Company and the Registration Statement, or the transactions contemplated hereby or thereby. The Bank Guarantor irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company or the Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Company and the Guarantor irrevocably waives, to the fullest full extent permitted by applicable law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Company and the Guarantor hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company and the Guarantor waives, to the fullest extent permitted by applicable law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and the Guarantor represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company and the Guarantor each 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the transactions contemplated hereby or therebyoffering of the Securities. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To Any such process or summons to be served upon the extent that Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the Bank has address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) claim. The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company 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. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court in the British Virgin Islands. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the transactions contemplated hereby or therebyoffering of the Securities. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To Any such process or summons to be served upon the extent that Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the Bank has address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) claim. The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceXxxxx Xxxx, with offices at 000 Xxxxxxxxx Xxxx 00xx Xxxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX 00000 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company 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. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court in the British Virgin Islands. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby or therebyhereby. The Bank Company and each of the Company’s Controlled Entities irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby Company irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCogency Global Inc., with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suitsuch suit or proceeding, action or proceeding described in the preceding paragraph and agrees agree that service of process in any manner permitted by applicable law upon such suitagent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, action as the case may be, in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or the any transactions contemplated hereby or therebyhereby. The Bank Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that each of the Bank parties hereto has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank such party irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably Company appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCogency Global Inc., with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suitsuch suit or proceeding, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent manner permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that applicable law upon such agent has agreed to act shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the Bank’s agent for service case may be, in any such suit or proceeding. Each of process, and the Bank parties hereto further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank To the fullest extent permitted by applicable law, each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of and venue in any New York State federal or United States Federal state court sitting in The the Borough of Manhattan in the City of New York over Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out of or relating to under or in connection with this Agreement, Indenture and the Prospectuses, the Registration Statement, Notes and irrevocably agrees that all claims in respect of such suit or the transactions contemplated hereby or therebyproceeding may be determined in any such court. The Bank irrevocably waivesIssuer and each Guarantor, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue such suit or proceeding, and irrevocably and fully waives any right to trial by jury, and each of the Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) shall irrevocably designate and appoint Virgin Media (the “Registered Agent”) (whose registered office as of the date hereof is Virgin Media Inc. 00000 Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, XXX), as its registered agent upon whom process may be served in any such suit or proceeding. This designation shall remain in place unless it is substituted by the Issuer with written notice to all parties hereto. Each of the Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will notify the Registered Agent of such designation and appointment and that the Registered Agent has accepted the same in writing. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will further agree that service of process upon its Registered Agent and written notice of said service to the Issuer or such Guarantor mailed by first class mail or delivered to its Registered Agent shall be deemed in every respect effective service of process upon the Issuer and such Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agrees that a final action in any such suit, action suit or proceeding brought shall be conclusive and may be enforced in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (other jurisdictions by suit on the grounds of sovereignty judgment or otherwise) from the jurisdiction of in any court or from any legal process with respect to itself or its property, the Bank other lawful manner. The Issuer and each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect theretobased on this Indenture, the Notes or the transactions contemplated hereby. The Bank represents and warrants that such agent has agreed provisions of this Section 13.09 are intended to act as be effective upon the Bank’s agent for service execution of process, this Indenture and the Bank agrees Notes without any further action by the Issuer or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as 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 effectmatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xx. Xxxxxxx X. Xxxxxxxxx Xxxxxx of Canadian Imperial The Bank of CommerceNova Scotia, with offices at 000 Xxxxxxxxx XxxxxxXxx Xxxxxxx Xxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank To the fullest extent permitted by applicable law, each of the Issuer and each Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any New York State federal or United States Federal state court sitting in The the Borough of Manhattan in the City of New York over Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out of or relating to under or in connection with this AgreementIndenture, the Prospectuses, the Registration Statement, Notes or the transactions contemplated hereby Note Guarantees, and irrevocably agrees that all claims in respect of such suit or therebyproceeding may be determined in any such court. The Bank irrevocably waivesEach of the Issuer and each Subsidiary Guarantor, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of such suit or proceeding and hereby irrevocably designates and appoints CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action suit or proceeding. (b) The Bank . CT Corporation System hereby agrees to act as the Authorized Agent, as the case may be, for the Issuer and each Subsidiary Guarantor, as the case may be and hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx consents to be served with notice of Canadian Imperial Bank service of Commerceprocess by delivery or by registered mail with return receipt requested to its registered office (which, with offices at as of the date hereof, is 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its agent for (which service of process in any suitby registered mail shall be effective with respect to the Issuer and each Subsidiary Guarantor, action as the case may be, so long as such return receipt is obtained, or proceeding described in the preceding paragraph refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and agrees each Subsidiary Guarantor hereby irrevocably authorize and direct its Authorized Agent to accept such service. The Issuer and each Subsidiary Guarantor further agree that service of process upon its Authorized Agent and written notice of such service to the Issuer and each Subsidiary Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Subsidiary Guarantor, as the case may be, in any such suit, suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Subsidiary Guarantor agree that a final action in any such suit or proceeding shall be conclusive and may be made upon it at enforced in other jurisdictions by suit on the office of such agentjudgment or in any other lawful manner. The Bank waivesIssuer and each Subsidiary Guarantor hereby irrevocably waive, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect theretobased on this Indenture, the Notes or the transactions contemplated hereby. The Bank represents and warrants that such agent has agreed provisions of this Section 12.7 are intended to act as be effective upon the Bank’s agent for service execution of process, this Indenture and the Bank agrees Notes without any further action by the Issuer and the Subsidiary Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as 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 effectmatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement or any applicable Terms Agreement, the ProspectusesProspectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx Vice President, US Operations of Canadian Imperial The Bank of CommerceNova Scotia, with offices at 000 Xxxxxxxxx Xxxxx Xxxxxx, 0xx XxxxxNew York, Xxx Xxxx, XX NY 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Selling Shareholder hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States the U.S. Federal court sitting and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Selling Shareholder irrevocably and unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or therebyclaim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Bank Selling Shareholder irrevocably waivesappoints RBS CBFM North America Corp., located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon the Selling Shareholder in any such suit or proceeding. The Selling Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. The Company and the Selling Shareholder and each Underwriter irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of venue of any such suit, action or proceeding brought trial by jury in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements arising out of or objections relating to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as this Agreement or the Bank’s agent for service of process, and the Bank 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 effecttransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx Achilles X. Xxxxxxxxx Xxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration StatementStatement or the offering of the Shares, and agrees that any such suit, action, or the transactions contemplated hereby or therebyproceeding may be brought in any such court. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such a court and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably designates and appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx Achilles X. Xxxxxxxxx Xxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. Subject to paragraph (ad) The Bank irrevocably submits to the non-exclusive jurisdiction of any below: (i) Any New York State or United States Federal court sitting in The City the County of New York over shall have exclusive jurisdiction to settle any suit, action or proceeding dispute arising out of or relating to in connection with this Agreement, the Prospectusesoffering made by the Prospectus or any purchase or sale of the ADSs (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”) and each of the Registration StatementCompany, or each Selling Shareholder and each Underwriter (each a “Party” and together the transactions contemplated hereby or thereby. The Bank “Parties”) irrevocably submits to the exclusive jurisdiction of such courts. (ii) Each Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has had been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (biii) The Bank Each of the Company and each Selling Shareholder hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx CT Corporation System, in the case of Canadian Imperial Bank Xxxx.xx Group Limited, and Law Debenture Corporate Services Inc., in the case of Commercethe Company and each other Selling Shareholder, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph United States arising out of or relating to a Dispute and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company and each Selling Shareholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and each Selling Shareholder represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Sellers agrees to take any and all action, including the filing of any and all documents and instrumentsinstruments and the paying of its own fees and expenses, that may be necessary to continue such appointment in full force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx Xxxxxxxx X. Xxxxxxxxx Perry of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby offering of the Shares or therebythe American Depositary Shares. The Bank Each of the Company and Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank any Seller has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Sellers irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Sellers hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceLaw Debenture Corporate Services Inc., with offices at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, the United States of America, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any manner permitted by applicable laws in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Sellers waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Sellers represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Sellers 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or the any transactions contemplated hereby or therebyhereby. The Bank Company irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the extent that “Authorized Agent”) in the Bank has or hereafter Borough of Manhattan in The City of New York upon which process may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity be served in respect of any such suit, action suit or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees agree that service of process in any manner permitted by applicable law upon such suitagent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, action as the case may be, in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) In further consideration of the agreement of the Trustee herein contained, the Company agrees and covenants as follows: The Bank Company irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding against the Company brought by the Trustee arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Indenture or the transactions contemplated hereby may be instituted in any United States Federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, State of New York (a "New York Court"), and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To irrevocably submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity courts in respect of any such suit, action or proceeding. . The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (bincluding immunity to pre-judgment attachment and execution) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any legal suit, action or proceeding described in against it arising out of this Indenture or the preceding paragraph and agrees that service of process transactions contemplated hereby which is instituted in any such suit, action New York Court or proceeding may be made upon it at in any foreign court. To the office of such agent. The Bank waives, to the fullest extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in New York, New York as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Indenture or the transactions contemplated hereby which may be instituted in any New York Court by the Trustee, expressly consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent its Authorized Agent has agreed to act as the Bank’s said agent for service of process, process and the Bank Company 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 effecteffect as aforesaid. Service of process upon the Authorized Agent and written notice of such service of process to it shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Indenture or the transactions contemplated hereby may be instituted by the Trustee in any competent foreign court. The provisions of this Section 14.13 shall survive any termination of this Indenture, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (ai) The Bank Company and the Guarantors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this AgreementAgreement (each, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or therebya “Related Proceeding”). The Bank Company and Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding Related Proceeding brought in such a court and any claim that any such suit, action or proceeding Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company and the Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company and the Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (bii) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCorporation Service Company, with offices at 000 Xxxxxxxxx 00 Xxxxx Xxxxxx, 0xx XxxxxXxxxxx, Xxx XxxxXxxx 00000-0000, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph Related Proceeding and agrees that service of process in any such suit, action or proceeding Related Proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby or therebyoffering of the ADSs. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceMaterialise USA, with offices at 000 Xxxxxxxxx XxxxxxLLC, 0xx Xxxxx00000 Xxxx Xx., Xxx XxxxXxxxxxxx, XX 00000 Xxxxxxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as its agent for service of process. To the Bank’s extent that the Company determines to appoint a new agent for service of process, and the Bank Company agrees to take any promptly notify the Representative of the name and all action, including the filing address of any and all documents and instruments, that may be necessary to continue such appointment in full force and effectnew agent for service of process.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Placement Shares. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceLLP, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesDeposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or the any transactions contemplated hereby or therebyhereby. The Bank Company and each of the Company’s Subsidiaries irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby Company irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Cogency Global Inc. as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suitsuch suit or proceeding, action or proceeding described in the preceding paragraph and agrees agree that service of process in any manner permitted by applicable law upon such suitagent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, action as the case may be, in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Guarantors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Memorandum, the Registration StatementFinal Memorandum, the Indenture or the transactions contemplated hereby or therebyoffering of the Securities. The Bank Each of the Company and the Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Company and the Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank . Each of the Company and the Guarantors hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerceappoint CT Corporation System, with offices at 000 Xxxxxxxxx 100 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent (“Authorized Agent”) for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waivesEach of the Company and the Guarantors waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents Each of the Company and warrants the Guarantors represent and warrant that such agent Authorized Agent has agreed to act as the BankCompany’s and the Guarantor’s agent for service of processprocess for the Company, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration StatementStatement or the offering of the Securities, and agrees that any such suit, action, or the transactions contemplated hereby or therebyproceeding may be brought in any such court. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such a court and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably designates and appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s Company's agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Selling Shareholder hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States the U.S. Federal court sitting and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. Each of the Company and the Selling Shareholder irrevocably and unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or therebyclaim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and the Selling Shareholder irrevocably appoints CSC Corporation as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder, as the case may be, in any such suit or proceeding. Each of the Company and the Selling Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. The Bank Company and the Selling Shareholder and each Underwriter irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of venue of any such suit, action or proceeding brought trial by jury in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements arising out of or objections relating to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as this Agreement or the Bank’s agent for service of process, and the Bank 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 effecttransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Waiver. To the fullest extent permitted by applicable law, the Company ------ irrevocably submits to the non-exclusive jurisdiction of any New York State federal or United States Federal state court sitting in the Borough of Manhattan in The City of New York over Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out under this Indenture and the Notes, and irrevocably agrees that all claims in respect of such suit or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or therebyproceeding may be determined in any such court. The Bank irrevocably waivesCompany, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue such suit or proceeding and hereby irrevocably designates and appoints Corporation Services Company (the "Authorized Agent"), for a period of ---------------- ten years from the date hereof or until such time as no Notes are outstanding, as its authorized agent upon whom process may be served in any such suit or proceeding. The Company represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Company mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any such suit, action suit or proceeding brought shall be conclusive and may be enforced in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (other jurisdictions by suit on the grounds judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Company arising out of sovereignty or otherwise) from based on this Indenture, the Notes or the transactions contemplated hereby may also be instituted in any competent court in Germany, and the Company expressly accepts the jurisdiction of any such court or from in any legal process with respect to itself or its property, the Bank such action. The Company hereby irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections based on this Indenture, the Notes or the transactions contemplated hereby. To the extent permitted by applicable law, the Company and the Trustee each waive any right to personal jurisdiction have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with respect theretothis agreement. Instead, any disputes resolved in court will be resolved in a bench trial without a jury. The Bank represents and warrants that such agent has agreed provisions of this Section 12.9 are intended to act as be effective upon the Bank’s agent for service execution of process, this Indenture and the Bank agrees Notes without any further action by the Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as 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 effectmatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement or any applicable Terms Agreement, the ProspectusesProspectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx Head of Canadian Imperial Global Banking & Markets, U.S. of The Bank of CommerceNova Scotia, with offices at 000 Xxxxxxxxx Xxxxx Xxxxxx, 0xx XxxxxNew York, Xxx Xxxx, XX NY 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Time of Sale Prospectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Shares. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints C T Corporation System, located at 20 Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s agent for service of processprocess for the Company, and the Bank Company 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 effecteffect for a period of 6 years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Offered Securities or the any transactions contemplated hereby or therebyhereby. The Bank Company and each of the Company’s Controlled Entities irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby Company irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce[ ], with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit, proceeding or other action arising out of, or proceeding described relating in any way to this Agreement shall be brought and enforced in instituted by the preceding paragraph Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and agrees based upon this Agreement, or in any other action against the Company, and agree that service of process in any manner permitted by applicable law upon such suitagent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Underwriters agree that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Offered Securities or this Agreement rendered by any such Federal court or state court shall be conclusive and may be made upon it at enforced in any other jurisdiction by suit on the office judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of such agentthe Company, the Underwriters or any person controlling an Underwriter to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Company, the Underwriters or any person controlling an Underwriter to bring any action or proceeding against the other party or any of its properties in the courts of any other jurisdiction. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the execution and filing of any all such instruments and all documents and instrumentsdocuments, that as may be necessary to continue such appointment designations and appointments or such substitute designations and appointments in full force and effect. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The Company and the Underwriter agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorney’s fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Tyco Parties irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, . Each of the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank Tyco Parties irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any of the Bank Tyco Parties has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Tyco Parties irrevocably waives, to the fullest full extent permitted by applicable law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Tyco Parties hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Tyco Parties waives, to the fullest extent permitted by applicable law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Tyco Parties represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Tyco Parties 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceArcelorMittal USA Holdings II LLC, with offices at 000 Xxxxxxxxx 0 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx00xx floor, Xxx XxxxXxxxxxx, XX 00000 Xxxxxxxx 00000-0000, Xxxxxx Xxxxxx of America, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any manner permitted by applicable law in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, process and the Bank agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States the U.S. Federal court sitting and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesDeposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or the any transactions contemplated hereby or therebyhereby. The Bank Company irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably and unconditionally waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action suit or proceeding. (b) . The Bank hereby irrevocably Company appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceC T Corporation System, with offices located at 000 Xxxxxxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suit, action such suit or proceeding described in (which appointment shall not be revoked by the preceding paragraph Company), and agrees that service of process in any manner permitted by applicable law upon such suit, agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action or proceeding as may be made upon it at the office necessary to maintain such designation and appointment of such agentagent in full force and effect for a period of seven years from the date of this Agreement. The Bank waivesEach of the Company and the Underwriters irrevocably waive, to the fullest extent permitted by law, any other requirements and all rights to trial by jury in any legal proceeding arising out of or objections relating to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as this Agreement, the Bank’s agent for service of process, and Deposit Agreement or the Bank 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 effecttransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, the offering of the Securities or the transactions contemplated hereby or therebyissuance of the Securities. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceBBAM US LP, with offices at 000 Xxxxxxxxx 00 Xxxxxxxxxx Xxxxxx, 0xx 00xx Xxxxx, Xxx XxxxXxxxxxxxx, XX 00000 Xxxxxxxxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company and each of the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesDeposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or the any transactions contemplated hereby or therebyhereby. The Bank Each of the Company, the Selling Shareholders and each of the Company’s Subsidiaries and Affiliated Entity irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To Each of the extent that Company and the Bank has or hereafter Selling Shareholders irrevocably appoints [●] as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity be served in respect of any such suit, action suit or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees agree that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent manner permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that applicable law upon such agent has agreed to act shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company and such Selling Shareholder, as the Bank’s agent for service case may be, in any such suit or proceeding. Each of process, the Company and the Bank Selling Shareholders further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Selling Shareholders, severally and not jointly, irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby or therebyoffering of the ADSs. The Bank Each of the Company and the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any of the Bank Company or the Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Company and such Selling Shareholder, as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx Law Debenture Corporate Services Inc., and each of Canadian Imperial Bank of Commercethe Selling Shareholders appoints the person indicated on Schedule 2 hereto, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent their respective agents for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company and the Selling Shareholders, severally and not jointly, waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and the Selling Shareholders, severally and not jointly, represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank agrees Company and the Selling Shareholders agrees, severally and not jointly, 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or the any transactions contemplated hereby or therebyhereby. The Bank Company and each of the Company’s Subsidiaries and Affiliated Entities irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby Company irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCogency Global Inc., with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suitsuch suit or proceeding, action or proceeding described in the preceding paragraph and agrees agree that service of process in any manner permitted by applicable law upon such suitagent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, action as the case may be, in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company[, the Principal Shareholder[s],] and the Selling Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby or therebyoffering of the ADSs. The Bank Each of the Company[, the Principal Shareholder[s]] and the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any of the Bank Company[, the Principal Shareholder[s]] or the Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Company[, the Principal Shareholder[s]] and such Selling Shareholder, as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company [and the Principal Shareholder[s]] hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices appoint Law Debentures Corporate Services Inc. now at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, and each of the Selling Shareholders appoints the person indicated on Schedule 2 hereto, as its agent their respective agents for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company[, the Principal Shareholder[s]] and the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company[, the Principal Shareholder[s]] and the Selling Shareholders represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Company[, the Principal Shareholder[s]] and the Selling Shareholders 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors not organized under the laws of the United States of America, if any, irrevocably submits to the non-exclusive jurisdiction of and venue in any New York State federal or United States Federal state court sitting in The the Borough of Manhattan in the City of New York over Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out of or relating to under or in connection with this AgreementIndenture, the ProspectusesNotes and the Subsidiary Guarantees, if applicable, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waivesIssuer and each such Guarantor, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue such suit or proceeding and each of the Issuer and each such Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated and the Parent Guarantor (the “Authorized Agent”) (and any successor entity) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) irrevocably authorized and directed the Authorized Agent to accept such service and (iii) agreed that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Authorized Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. If the Authorized Agent ceases to exist, the Issuer and each such Guarantor agree (i) to irrevocably designate and appoint such other U.S. process agent (the “Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) to irrevocably authorized and direct the Replacement Agent to accept such service and (iii) that service of process upon the Replacement Agent and written notice of said service to it mailed by first class mail or delivered to the Replacement Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Issuer and each such suit, Guarantor agrees that a final action in any such suit or proceeding brought shall be conclusive and may be enforced in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (other jurisdictions by suit on the grounds judgment or in any other lawful manner. Each of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Issuer and each such Guarantor hereby irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect theretobased on this Indenture, the Notes or the transactions contemplated hereby. The Bank represents and warrants that such agent has agreed provisions of this Section 12.09 are intended to act as be effective upon the Bank’s agent for service execution of process, this Indenture and the Bank agrees Notes without any further action by the Issuer or any Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as 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 effectmatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any State or thereby. Federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To The Company expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and Company agrees that service of process a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon and may be made enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon it such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, WebMD Corporation By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Executive Vice President, Administration and Acting Chief Financial Officer Accepted as of the date hereof: Banc of America Securities LLC By: /s/ Txxxxx Xxxxxxxx Name: Txxxxx Xxxxxxxx Title: Managing Director The undersigned beneficial owner of 1.75% Convertible Subordinated Notes due 2023 (the “Notes”) of WebMD Corporation (the “Company” or “Registrant”) or Common Stock, par value $.0001 per share (the “Common Stock” and, together with the Notes, the “Registrable Securities”), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June 25, 2003 (the “Registration Rights Agreement”), between the Company and the initial purchaser named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the office address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) ten business days of such agentreceipt, file such amendments to the Shelf Registration Statement or supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a new Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent Company has agreed to act pay liquidated damages pursuant to the Registration Rights Agreement under certain circumstances set forth therein. Certain legal consequences arise from being named as a selling securityholder in the Bank’s agent for service of process, Shelf Registration Statement and the Bank agrees related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to take any consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement 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 effectrelated prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, . Each of the Prospectuses, Company and the Registration Statement, or the transactions contemplated hereby or thereby. The Bank Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company or the Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Company and the Guarantor irrevocably waives, to the fullest full extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Company and the Guarantor hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company and the Guarantor waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and the Guarantor represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company and the Guarantor each 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any State or thereby. Federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed CT Corporation as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding brought arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in such a any State or Federal court in The City of New York, New York, and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company hereby represents and warrants that the Authorized Agent has accepted such agent appointment and has agreed to act as the Bank’s said agent for service of process, and the Bank Company and 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 effecteffect as aforesaid. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, HALLIBURTON COMPANY BY: /s/ C. CHRISTOPHER GAUT ----------------------------------- Name: C. Christopher Gaut Title: Exxxxxxxx Xxxx Xxesident and Chief Financial Officer Accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC. GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC. ABN AMRO INCORPORATED XXXX XHE XXXXL BANK XX XXXXXXXX BY: /s/ Goldman, Sachs & Co. ----------------------------------- (Goldmax, Xxxxs & Co.) On behalf of the several Purchasers APPENDIX A HALLIBURTON COMPANY INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: __, 2003 The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the Halliburton Company (the "Company") 3 1/8% Convertible Senior Notes due July 15, 2023 (the "Securities") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by ______ __, 2003. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [NAME, ADDRESS AND TELEPHONE NUMBER OF CONTACT AT HALLIBURTON]. HALLIBURTON COMPANY Notice of Registration Statement and Selling Securityholder Questionnaire _______ __, 2003 The undersigned beneficial holder of 31/8% Convertible Senior Notes due July 15, 2023 (the "Notes") of Halliburton Company (the "Company") and /or common stock, par value $2.50 per share, of the Company (the "Common Stock" and, together with the Notes, the "Registrable Securities") understands that the Company has filed or intends to file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June 30, 2003 (the "Registration Rights Agreement"), between the Company and the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. BENEFICIAL OWNERS ARE ENCOURAGED TO COMPLETE AND DELIVER THIS NOTICE AND QUESTIONNAIRE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT SO THAT SUCH BENEFICIAL OWNERS MAY BE NAMED AS SELLING SECURITYHOLDERS IN THE RELATED PROSPECTUS AT THE TIME OF EFFECTIVENESS. WE CURRENTLY ANTICIPATE THAT THE SHELF REGISTRATION STATEMENT WILL BE EFFECTIVE ON __________ __, 20__. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Selling Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, the Deposit Agreement, the ADS Registration Statement or the transactions contemplated hereby offering of the Preferred Shares or therebythe ADSs. The Bank Each of the Company and the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company or any Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company or any such Selling Shareholder, as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) Gol irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx City of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York over any suit, action or proceeding arising out of or relating to this Agreement and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that Gol has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, Gol irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (c) Each of the Company, Gol and the Selling Shareholders hereby irrevocably appoints CT Corporation, with offices at 111 Eighth Ave., New York, New York 10011 as its agent for servixx xx xxxxxxx xx xxx xxxx, xxxxxx xx xxxxeeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company, Gol and the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company, Gol and the Selling Shareholders represents and warrants that such agent has agreed to act as the Bank’s Company's, Gol's and the Selling Shareholders' agent for service of process, and each of the Bank Company, Gol and the Selling Shareholders 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) In further consideration of the agreement of the Underwriters herein contained, the Company agrees and covenants as follows: The Bank Company irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a "Control Person") arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any United States Federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, State of New York (a "New York Court"), and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such suitproceeding, action irrevocably waives any objection based on the absence of a necessary or proceeding brought indispensable party in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To and irrevocably submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity courts in respect of any such suit, action or proceeding. . The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (bincluding immunity to pre-judgment attachment and execution) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any legal suit, action or proceeding described in against it arising out of this Agreement or the preceding paragraph and agrees that service of process transactions contemplated hereby which is instituted in any such suit, action New York Court or proceeding may be made upon it at in any foreign court. To the office of such agent. The Bank waives, to the fullest extent permitted by law, each of the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in New York City as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any Control Person, expressly consents to the non- exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Bank Company represents and warrants that such agent its Authorized Agent has agreed to act as the Bank’s said agent for service of process, process and the Bank Company 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 effecteffect as aforesaid. Service of process upon the Authorized Agent and written notice of such service of process to it shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any state or thereby. federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To The Company expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and Company agrees that service of process a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon and may be made enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon it such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Concord Communications, Inc. By: /s/ Melissa H. Cruz ------------------------------- Name: Melissa H. Cruz Title: Xxxxxxxxx Xxxx President of Business Services, Chief Financial Officer and Treasurer Accepted as of the date hereof: Bear, Stearns & Co. Inc. By: /s/ Stephen Parish ------------------------------------- Xxme: Stephen Parish Title: Senior Managing Director APPENDIX A CONCORD COMMUNICATIONS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 3.0% CONVERTIBLE SENIOR NOTES DUE 2023 NOTICE Concord Communications, Inc. (the "Company") has filed, or intends shortly to file, with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 or such other Form as may be available (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Convertible Senior Notes due 2023 (CUSIP No. 206186AA6) (the "Notes"), and common stock, par value $0.01 per share, xxxxxxxx upon conversion thereof (the "Shares" and together with the Notes, the "Transfer Restricted Securities") in accordance with the terms of the Registration Rights Agreement, dated as of December 8, 2003 (the "Registration Rights Agreement") between the Company and Bear, Stearns & Co. Inc. A copy of the Registration Rights Agreement is avaixxxxx xrom the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company at the office of such agentaddress set forth herein for receipt PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (the "Election and Questionnaire Deadline"). The Bank waives, Beneficial Owners that do not complete and return this Election and Questionnaire prior to the fullest extent Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted by law, to sell any other requirements of or objections Transfer Restricted Securities pursuant to personal jurisdiction with respect theretothe Shelf Registration Statement. The Bank represents and warrants that such agent has agreed to act Certain legal consequences arise from being named as a Selling Securityholder in the Bank’s agent for service of process, Shelf Registration Statement and the Bank agrees related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to take any consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement 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 effectrelated Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxx Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceLife Insurance Company (U.S.A.), with offices at 000 Xxxxxxxxx Xxxxxxxx Xxxxxx, 0xx XxxxxXxxxxx, Xxx Xxxx, XX Xxxxxxxxxxxxx 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the borough of Manhattan, The City of New York (each a “New York Court”) over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesIndenture, the Securities, the Registration Statement, Rights Agreement or the transactions contemplated hereby or therebyoffering of the Securities. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx XxxxxXxxxxx Xxx., Xxx Xxxx, XX Xxx Xxxx 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby offering of the Shares or therebythe American Depositary Shares. The Bank Company and each Selling Shareholder irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank any Seller has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Sellers irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Sellers hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 00000, the United States of America, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any manner permitted by applicable laws in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Sellers waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Sellers represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Sellers 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any State or thereby. Federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed National Registered Agents, Inc. as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding brought arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in such a any State or Federal court in The City of New York, New York, and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company hereby represents and warrants that the Authorized Agent has accepted such agent appointment and has agreed to act as the Bank’s said agent for service of process, and the Bank Company and 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 effecteffect as aforesaid. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Schlumberger Limited By: /s/ Michel Soublin ------------------------- Name: Michel Soublin Title: Treasurer Accepted as of the date hereof: Citigroup Global Markets Inc. By: /s/ Xxxx-Xxxxxx Xxxxx ----------------------------- Name: Xxxx-Xxxxxx Xxxxx Title: Vice President Xxxxxxx, Xxxxx & Co. /s/ Xxxxxxx, Sachs & Co. ----------------------------- (Xxxxxxx, Xxxxx & Co.) Appendix A Schlumberger Limited INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in either the 1.500% Series A Convertible Debentures due June 1, 2023 or the 2.125% Series B Convertible Debentures due June 1, 2023 (collectively, the "Securities") of Schlumberger Limited (the "Company") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline for response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [Name, address and telephone number of contact at the Issuer]. Schlumberger Limited Notice of Registration Statement and Selling Securityholder Questionnaire [Date] Schlumberger Limited (the "Company") has filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the United States Securities Act of 1933, as amended (the "Securities Act"), of the Company's 1.500% Series A Convertible Debentures due June 1, 2023 (the "Series A Debentures") and 2.125% Series B Convertible Debentures due June 1, 2023 (the "Series B Debentures" and, together with the Series A Debentures, the "Securities") and the shares of common stock, par value $.01 per share (the "Common Stock"), issuable upon conversion thereof, in accordance with the Registration Rights Agreement, dated as of June 9, 2003 (the "Registration Rights Agreement"), between the Company and the purchasers named therein. A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to have Registrable Securities included in the Shelf Registration Statement (or a supplement or amendment thereto), this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company at the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Selling Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby or therebyoffering of the ADSs. The Bank Each of the Company and the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company or the Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Company and such Selling Shareholder, as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Company and the Selling Shareholders hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 C T Corporation System as its agent their respective agents for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company and the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and the Selling Shareholders represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Company and the Selling Shareholders 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any state or thereby. federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To The Company expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and Company agrees that service of process a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon and may be made enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon it such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx, M.D. Title: President & Chief Executive Officer Accepted as of the date hereof: [INVESTOR] By: /s/ [Investor Representative] Name: Title: Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% Convertible Senior Notes due 2011 (CUSIP No. 150934 AJ6) (the “Notes”), and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27, 2006 (the “Registration Rights Agreement”), between the Company and the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the office address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of such agentTransfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The Bank waivesundersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the fullest extent permitted by lawRegistration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other requirements Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or objections to personal jurisdiction Section 20 of the Exchange Act, from and against certain losses arising in connection with respect theretostatements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Bank Selling Securityholder hereby provides the following information and represents and warrants that such agent has agreed to act as the Bank’s agent for service information is accurate and complete: I. A. Full Legal Name of process, and the Bank 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.Selling Securityholder:

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company and the Selling Shareholder hereby irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York over (each, a “New York Court”) in any suit, action suit or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or the any transactions contemplated hereby or therebyhereby. The Bank Company and each of the Company’s Subsidiaries and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such a court and any claim that any such suit, action suit or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company or any Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company or the Selling Shareholder, as the case may be, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby Company and the Selling Shareholder irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerceappoint Cogency Global Inc., with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent for service (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suitsuch suit or proceeding, action or proceeding described in the preceding paragraph and agrees agree that service of process in any manner permitted by applicable law upon such suitagent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, action as the case may be, in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, Company and the Bank agrees Selling Shareholder further agree to take any and all action, including the filing of any and all documents and instruments, that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effecteffect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any state or thereby. federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To The Company expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and Company agrees that service of process a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon and may be made enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon it such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, [Company] By: ____________________ Name: Title: Accepted as of the date hereof: [Initial Purchaser]. By: ____________________ Name: Title: [Company] (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s __% Convertible [Senior] [Subordinated] Notes due 20__ (CUSIP No. ________) (the “Notes”), and common stock, par value $[par value] per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of [Month] __, 20__ (the “Registration Rights Agreement”) between the Company and [Initial Purchaser]. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the office address set forth herein for receipt prior to or on the [20th] calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of such agentTransfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The Bank waivesundersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item Ill). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the fullest extent permitted by lawRegistration Rights Agreement, any other requirements the Selling Securityholder has agreed to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or objections to personal jurisdiction Section 20 of the Exchange Act, from and against certain losses arising in connection with respect theretostatements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Bank Selling Securityholder hereby provides the following information to the Company and represents and warrants that such agent has agreed information is accurate and complete: A. Full Legal Name of Selling Securityholder: ________________________________________________________ B. Full legal name of registered holder (if not the same as A. above) through which Transfer Restricted Securities listed in III. below are held: ________________________________________________________ C. Full legal name of DTC participant (if applicable and if not the same as B. above) through which Transfer Restricted Securities listed in Item III are held: ________________________________________________________ D. Taxpayer identification or social security number of Selling Securityholder: ________________________________________________________ II. Address for notices to act Selling Securityholders: ________________________________________________________ _______________________________________________________________ Telephone:_______________ Fax:_____________________ E-mail:___________________ Contact Person:____________ III. Beneficial ownership of Transfer Restricted Securities: A. Type of Transfer Restricted Securities beneficially owned, and principal amount of Notes or number of shares of Common Stock, as the Bankcase may be, beneficially owned: B. CUSIP No(s). of such Transfer Restricted Securities beneficially owned: C. Amount of Transfer Restricted Securities that the undersigned wishes to be included in the Shelf Registration Statement: IV. Beneficial ownership of the Company’s agent for service securities owned by the Selling Securityholder: EXCEPT AS SET FORTH BELOW IN THIS ITEM IV, THE UNDERSIGNED IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM III (“Other Securities”). A. Type and amount of processOther Securities beneficially owned by the Selling Securityholder: ________________________________________________________ B. CUSIP No(s). of such Other Securities beneficially owned: ________________________________________________________ V. Relationship with the Company: Except as set forth below, and neither the Bank agrees to take undersigned nor any and all actionof its affiliates, including officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the filing of Company (or their predecessors or affiliates) during the past three years. State any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.exception here: ________________________________________________________

Submission to Jurisdiction; Appointment of Agent for Service. (a) In further consideration of the agreement of the Underwriters herein contained, the Company agrees and covenants as follows: The Bank Company irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a “Control Person”) arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any United States Federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, State of New York (a “New York Court”), and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such suitproceeding, action irrevocably waives any objection based on the absence of a necessary or proceeding brought indispensable party in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To and irrevocably submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity courts in respect of any such suit, action or proceeding. . The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (bincluding immunity to pre-judgment attachment and execution) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any legal suit, action or proceeding described in against it arising out of this Agreement or the preceding paragraph and agrees that service of process transactions contemplated hereby which is instituted in any such suit, action New York Court or proceeding may be made upon it at in any foreign court. To the office of such agent. The Bank waives, to the fullest extent permitted by law, each of the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in New York City as its authorized agent (the “Authorized Agent”) upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any Control Person, expressly consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Bank Company represents and warrants that such agent its Authorized Agent has agreed to act as the Bank’s said agent for service of process, process and the Bank Company agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effecteffect as aforesaid. Service of process upon the Authorized Agent and written notice of such service of process to it shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Time of Sale Prospectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Shares. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself themselves or its their property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCorporation Service Company, with offices at 00 Xxxx 00xx Xxxxxx Xxxxx 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s agent for service of processprocess for the Company, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an of inconvenient forum. To , and irrevocably submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. . The Company (bi) The Bank hereby irrevocably designates and appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with its principal executive offices at 000 Xxxxxxxxx 00 Xxxx Xxxxxx, 0xx XxxxxXxxxx Xxxxxx, Xxx XxxxXxxx 00000 (together with any successor, XX 00000 the "AUTHORIZED AGENT"), as its authorized agent for service of upon which process may be served in any suit, action or proceeding described in the preceding paragraph first sentence of this Section 10 and represents and warrants that the Authorized Agent has accepted such designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company mailed or delivered to its Chief Financial Officer at its registered office at 0 Xxxxxx Xxxxxx, Xxxxxxxx, Bermuda, shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effecteffect so long as any of the Shares shall be outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (ai) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising involving any of the parties hereto that arises out of or relating relates to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby or therebyhereby. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (bii) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceNational Corporate Research, Ltd., with offices at 000 Xxxxxxxxx 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (ai) The Bank irrevocably submits to Company hereby agrees that the non-exclusive jurisdiction of any U.S. federal and New York State or United States Federal court sitting state courts in the Borough of Manhattan, The City of New York (the “Specified Courts”) shall have sole and exclusive jurisdiction over any suitsuit or proceeding against the Underwriters arising out of or relating to this Agreement or the transactions contemplated hereby (the “Related Proceedings”) (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), action as to which such jurisdiction is non-exclusive). The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or therebyclaim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. (ii) The Company irrevocably appoints C T Corporation System as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the Person serving the same to the address provided herein, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Bank Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. (iii) The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any all immunity (whether on the grounds basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the jurisdiction of any court or from any legal process Specified Courts, and with respect to itself or its propertyany Related Judgment, the Bank irrevocably waives, to the fullest extent permitted by law, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such suitRelated Proceeding or Related Judgment, action or proceedingincluding, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. (biv) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx In respect of Canadian Imperial Bank any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “judgment currency”) other than United States dollars, the Company will indemnify each Underwriter against any loss incurred by such Underwriter as a result of Commerce, with offices any variation as between (i) the rate of exchange at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent which the United States dollar amount is converted into the judgment currency for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office purpose of such agentjudgment or order and (ii) the rate of exchange at which an Underwriter is able to purchase United States dollars with the amount of the judgment currency actually received by such Underwriter. The Bank waives, to foregoing indemnity shall constitute a separate and independent obligation of the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of processCompany, and the Bank agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to shall continue such appointment in full force and effecteffect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars. In respect of any judgment or order given or made for any amount due hereunder as to which tax is required to be paid by the Underwriters, the Company will indemnify each Underwriter against any such tax such that the Underwriters shall have received in the aggregate, following the payment of such indemnification, the gross amount of any judgment rendered in their favor. The foregoing indemnity shall constitute a separate and independent obligation of the Company, and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. (v) All payments to be made by the Company under this Agreement shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made, except to the extent that such taxes, duties or charges (i) were imposed by reason of any present or former connection between an Underwriter and the Netherlands, otherwise than solely from the execution of this Agreement or the receipt of payments hereunder or thereunder; or (ii) would not have been imposed but for the failure of such Underwriter to comply with any certification, identification or other reporting requirements concerning nationality, residence, identity or connection with the Netherlands of such Underwriter if such compliance is required or imposed by law as a precondition to an exemption from, or reduction in, such tax, duty or charge. The Company further agrees to indemnify and hold harmless the Underwriters against any documentary, stamp, value added, sales, financial transaction or similar issuance or recordation tax, including any interest and penalties, on the placement of the Shares and on the execution and delivery of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Company and the Selling Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in The City of New York York, New York, U.S.A. over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesDeposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADR Registration Statement or the transactions contemplated hereby or therebyoffering of the ADSs. The Bank Each of the Company and the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company or any of the Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Company and the Selling Shareholders hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceLaw Debenture Corporate Services Inc., with offices at 000 Xxxxxxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company and the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and the Selling Shareholders represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Company and the Selling Shareholders 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.

Submission to Jurisdiction; Appointment of Agent for Service. Each of the parties hereto irrevocably (ai) The Bank irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding against the Company brought by any Initial Purchaser or by any person who controls such Initial Purchaser arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby or thereby. The Bank irrevocably may be instituted in any New York Court, (ii) waives, to the fullest extent permitted by lawit may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To (iii) submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity courts in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably appoints Company has appointed Law Debenture Corporate Services Inc., 000 Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its authorized agent for service of (the “Authorized Agent”) upon whom process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process may be served in any such suit, action arising out of or proceeding based on this Agreement or the transactions contemplated hereby which may be made upon it at instituted in any New York Court by the office Initial Purchaser or by any person who controls any of such agent. The Bank waivesthe Initial Purchaser, expressly consents to the fullest extent permitted by lawjurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Bank Company represents and warrants that such agent the Authorized Agent has agreed to act as the Bank’s such agent for service of process, process and the Bank 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 effecteffect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, or the transactions contemplated hereby or therebyOffering. The Bank Company and each Selling Shareholder irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank any Seller has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Sellers irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Company, Xxxx Xxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx XxxxXxXxxx.xxx Inc. and each of Canadian Imperial Bank of CommerceHelion Venture Partners, with offices at 000 Xxxxxxxxx XxxxxxLLC and SB Asia Investment Fund II L.P., 0xx Xxxxxhereby irrevocably appoints Law Debenture Corporate Services Inc. (each, Xxx Xxxxan “Authorized Agent”), XX 00000 as his or its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any manner permitted by applicable laws in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Sellers waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Sellers represents and warrants that such agent its Authorized Agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Sellers 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. Each of the Sellers agrees that service of process upon its Authorized Agent shall be deemed, in every respect, effective service of process upon such Seller.

Submission to Jurisdiction; Appointment of Agent for Service. (ai) The Bank Company and the Guarantors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this AgreementAgreement (each, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or therebya “Related Proceeding”). The Bank Company and Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding Related Proceeding brought in such a court and any claim that any such suit, action or proceeding Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company and the Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company and the Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (bii) The Bank Initial Guarantor hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCorporation Service Company, with offices at 000 Xxxxxxxxx 00 Xxxxx Xxxxxx, 0xx XxxxxXxxxxx, Xxx XxxxXxxx 00000-0000, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph Related Proceeding and agrees that service of process in any such suit, action or proceeding Related Proceeding may be made upon it at the office of such agent. The Bank Initial Guarantor waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Initial Guarantor represents and warrants that such agent has agreed to act as the BankInitial Guarantor’s agent for service of process, and the Bank Initial Guarantor 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank To the fullest extent permitted by applicable law, the Company irrevocably submits to the non-exclusive jurisdiction of and venue in any New York State federal or United States Federal state court sitting in The the Borough of Manhattan in the City of New York over York, County and State of New York, United States of America, xx xxx xxxx xx xxxxxxxxxx xxxxx xx xx xxxxxxx xxx xf or under or in connection with this Indenture or any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or the transactions contemplated hereby hereby, and irrevocably agrees that all claims in respect of such suit or therebyproceeding may be determined in any such court. The Bank irrevocably waivesCompany, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue such suit or proceeding and hereby irrevocably designates and appoints National Registered Agents, Inc. (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Company represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Company, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any such suit, action suit or proceeding brought shall be conclusive and may be enforced in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (other jurisdictions by suit on the grounds judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Company arising out of sovereignty or otherwise) from based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Company expressly accepts the jurisdiction of any such court or from in any legal process with respect to itself or its property, the Bank such action. The Company hereby irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect theretobased on this Indenture, the Notes or the transactions contemplated hereby. The Bank represents and warrants that such agent has agreed provisions of this Section 11.9 are intended to act as be effective upon the Bank’s agent for service execution of process, this Indenture and the Bank agrees Notes without any further action by the Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as 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.matters

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Shares. The Bank Each Seller irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank any Seller has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Sellers irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Sellers hereby irrevocably appoints Xxxx Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any manner permitted by applicable laws in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Sellers waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Sellers represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Sellers 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company and each Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby or therebyoffering of the Offered ADSs. The Bank Company and each Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company or any Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank it irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby Company[ and each Selling Shareholder] irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Law Debenture Corporate Services Inc. as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company[ and each Selling Shareholder] waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company[ and each Selling Shareholder] represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company[ and each Selling Shareholder] 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any New York State federal or United States Federal state court sitting in The the Borough of Manhattan in the City of New York over Nxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out of or relating to under or in connection with this Agreement, the Prospectuses, the Registration Statement, Indenture or any of the transactions contemplated hereby hereby, and irrevocably agrees that all claims in respect of such suit or therebyproceeding may be determined in any such court. The Bank Issuer and each Guarantor irrevocably waivesconsents to be served with notice and service of process by delivery or by registered mail with return receipt requested addressed to LBC Holdings LLC, c/o Corporation Trust Company, 1000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America. The Issuer and each Guarantor further agrees that such service of process and written notice of such service to the Issuer in the circumstances described above shall be deemed in every respect effective service of process upon the Issuer and each Guarantor, as the case may be. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agrees, to the fullest extent permitted by law, that a final action in any objection such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may now or hereafter have otherwise be entitled (including, without limitation, immunity to the laying of venue of pre-judgment attachment, post-judgment attachment and execution) in any such legal suit, action or proceeding brought in such a court and any claim that any such suit, action against it arising out of or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (based on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its propertythis Indenture, the Bank irrevocably waivesNotes or the transactions contemplated hereby. The provisions of this Section 12.17 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer or any Guarantor and, to the fullest extent permitted by law, the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such immunity in respect of any such suit, action or proceedingmatters. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the transactions contemplated hereby offering of the Shares or therebythe ADSs. The Bank Company and each Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank any Seller has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Bank Sellers irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Each of the Sellers hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Sellers waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Sellers represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Sellers agrees to take any and all action, including the filing of any and all documents and instrumentsinstruments and the paying of its own fees and expenses, that may be necessary to continue such appointment in full force and effect, in the case of the Company, for a period of seven (7) years from the date of this Agreement and, in the case of the Selling Shareholders, for a period of five (5) years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank To the fullest extent permitted by applicable law, each of the Company and the Additional Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any New York State federal or United States Federal state court sitting in The the Borough of Manhattan in the City of New York over Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out of or relating to under or in connection with this AgreementFirst Supplemental Indenture, the Prospectuses, the Registration Statement, Notes or the transactions contemplated hereby Additional Guarantees, and irrevocably agrees that all claims in respect of such suit or therebyproceeding may be determined in any such court. The Bank irrevocably waivesEach of the Company and the Additional Guarantors, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of such suit or proceeding and hereby irrevocably designates and appoints the Corporation Service Company (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action suit or proceeding. (b) . The Bank Company and the Additional Guarantors hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in authorize and direct their Authorized Agent to accept such service. The Company and the preceding paragraph and agrees Additional Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Company and the Additional Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Company or the Additional Guarantors, as the case may be, in any such suit, suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company and the Additional Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be made upon it at enforced in other jurisdictions by suit on the office of such agentjudgment or in any other lawful manner. The Bank waivesCompany and the Additional Guarantors hereby irrevocably waive, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect theretobased on this Indenture, the Notes or the transactions contemplated hereby. The Bank represents and warrants that such agent has agreed provisions of this Section 7 are intended to act as be effective upon the Bank’s agent for service execution of processthis First Supplemental Indenture without any further action by the Company, the Additional Guarantors or the Trustee and the Bank agrees introduction of a true copy of this First Supplemental Indenture into evidence shall be conclusive and final evidence as 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 effectmatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Guarantor irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To the extent that the Bank Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its propertyproperty in respect of its obligations under this Agreement, the Bank Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. . Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. The Guarantor (bi) The Bank hereby irrevocably designates and appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with its Chief Financial Officer from time to time located at its principal executive offices at 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxxxx Xxxxx Xxxxxxx, 0xx Xx. Xxxxx, Xxx Xxxx, XX 00000 (together with any successor, the “Guarantor’s Authorized Agent”), as its agent for service of upon which process may be served in any suit, action or proceeding described in the preceding paragraph first sentence of this Section 10 and represents and warrants that the Guarantor’s Authorized Agent has accepted such designation, and (ii) agrees that service of process upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at 0 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00, Bermuda, shall be deemed in every respect effective service of process upon the Guarantor in any such suit, action suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Guarantor’s Authorized Agent in full force and effecteffect so long as any of the Securities shall be issued and outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank To the fullest extent permitted by applicable law, each party hereto not organized under the laws of the United States of America, if any, irrevocably submits to the non-exclusive jurisdiction of and venue in any New York State federal or United States Federal state court sitting in The the Borough of Manhattan in the City of New York over Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out of or relating to under or in connection with this AgreementIndenture, the ProspectusesNotes and the Guarantees, the Registration Statementif applicable, and irrevocably agrees that all claims in respect of such suit or the transactions contemplated hereby or therebyproceeding may be determined in any such court. The Bank irrevocably waivesEach party hereto, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue such suit or proceeding and each of the Issuer and each such Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated the Issuer (the “Authorized Agent”) (and any successor entity) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) irrevocably authorized and directed the Authorized Agent to accept such service and (iii) agreed that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Authorized Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. If the Authorized Agent ceases to exist, the Issuer and each such Guarantor agree (i) to irrevocably designate and appoint such other U.S. process agent (the “Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) to irrevocably authorized and direct the Replacement Agent to accept such service and (iii) that service of process upon the Replacement Agent and written notice of said service to it mailed by first class mail or delivered to the Replacement Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Issuer and each such suit, Guarantor agrees that a final action in any such suit or proceeding brought shall be conclusive and may be enforced in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (other jurisdictions by suit on the grounds of sovereignty judgment or otherwise) from the jurisdiction of in any court or from any legal process with respect to itself or its property, the Bank other lawful manner. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect theretobased on this Indenture, the Notes or the transactions contemplated hereby. The Bank represents and warrants that such agent has agreed provisions of this Section 12.09 are intended to act as be effective upon the Bank’s agent for service execution of process, this Indenture and the Bank agrees Notes without any further action by the Issuer or any Guarantor or the Trustee or any other party and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as 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 effectmatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the U.S. federal and state courts in the Borough of Manhattan in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby or therebyhereunder (each, a “Related Proceeding”). The Bank Company irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding in the Specified Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought Related Proceeding in any such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceWorld Triathlon Corporation, with offices at 000 Xxxxxxxxx c/o Cogency Global Inc., 00 Xxxx 00xx Xxxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX 00000 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph Related Proceeding and agrees that service of process in any such suit, action or proceeding Related Proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx the Vice President, US Operations of Canadian Imperial The Bank of CommerceNova Scotia, with offices at 000 Xxxxxxxxx XxxxxxXxx Xxxxxxx Xxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX 00000 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company and Innolux irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADR Registration Statement or the transactions contemplated hereby offering of the Shares or therebythe American Depositary Shares. The Bank Company and Innolux irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company or Innolux has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself themselves or its their property, the Bank Company and Innolux irrevocably waiveswaive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx National Corporate Research Ltd., with offices at 00 X. Xxxxxxxxx of Canadian Imperial Bank of Commerce00xx xxxxxx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Innolux irrevocably appoints Corporation Service Company, with offices at 000 Xxxxxxxxx XxxxxxXxxxxx xx xxx Xxxxxxxx, 0xx XxxxxXxxxx 000, Xxx Xxxx, XX 00000 00000, as its agent agents for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it the Company or Innolux, respectively, at the office of such agent. The Bank Each of the Company and Innolux waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and Innolux represents and warrants that such agent has agreed to act as the Bank’s its respective agent for service of process, and each of the Bank Company and Innolux 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any state or thereby. federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To The Company expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and Company agrees that service of process a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon and may be made enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon it such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Managing Director CuraGen Corporation (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17, 2004 (the “Registration Rights Agreement”) between the Company and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the office of such agentaddress set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). The Bank waives, Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the fullest extent Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted by law, to sell any other requirements of or objections Transfer Restricted Securities pursuant to personal jurisdiction with respect theretothe Shelf Registration Statement. The Bank represents and warrants that such agent has agreed to act Certain legal consequences arise from being named as a Selling Securityholder in the Bank’s agent for service of process, Shelf Registration Statement and the Bank agrees related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to take any consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement 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 effectrelated Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits With respect to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreementthat may be brought in connection with the Indenture, the ProspectusesNotes or any Note Guarantee, if any, the Registration StatementCompany irrevocably consents to the jurisdiction of any United States federal or New York State court sitting in the Borough of Manhattan, or The City of New York, the transactions contemplated hereby or thereby. The Bank State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. In connection with the Note Guarantee of Jxxxx Lxxx LaSalle Limited, Jxxxx Lang LaSalle Limited will submit to jurisdiction to substantially the same extent. Each of the Company and Jxxxx Lxxx LaSalle Limited (i) irrevocably designates and appoints Jxxxx Lang LaSalle Incorporated, 200 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601 (together with any successor, the "Authorized Agent"), as its authorized agent upon which process may be served in any such suit, action or proceeding brought and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company or Jxxxx Lang LaSalle Limited, as the case may be (mailed or delivered to the Corporate Secretary of JLL at the address set forth in Section 11.02 of the Indenture), shall be deemed in every respect effective service of process upon the Company or Jxxxx Lxxx LaSalle Limited, as the case may be, in any such a court has been brought in an inconvenient forumsuit or proceeding. To the extent that the Bank Company or Jxxxx Lang LaSalle Limited has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Bank it hereby irrevocably waives, to the fullest extent permitted by law, waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS EVIDENCED BY THIS NOTE The initial principal amount of indebtedness evidenced by this Note shall be ____________________. The following decreases/increases in the principal amount evidenced by this Note have been made: Total Principal Amount of this Decrease in Increase in Global Note Notation Principal Principal Follow- Made Date of Amount of Amount of ing such by or on Decrease/ this Global this Global Decrease/ Behalf of Increase Note Note Increase Trust ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ---------------------------------- -------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee -------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED REGULATION S GLOBAL AND UNLEGENDED REGULATION S CERTIFICATED NOTES] In connection with any such suittransfer of this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, action the undersigned confirms that without utilizing any general solicitation or proceedinggeneral advertising that: (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933 provided by Rule 144A thereunder. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of Canadian Imperial Bank transfer set forth in this Note and the Indenture. If none of Commercethe foregoing boxes is checked, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action the Trustee or proceeding described other Registrar shall not be obligated to register this Note in the preceding paragraph name of any person other than the Holder hereof unless and agrees that service of process in until the conditions to any such suittransfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date:____________________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within- mentioned instrument in every particular, action without alteration or proceeding may be made upon it at the office of such agentany change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such agent account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has agreed to act received such information regarding the Company as the Bank’s agent for service undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date:____________________ _____________________________________________ NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Note purchased by the Company pursuant to Section 4.11 or 4.12 of processthe Indenture, and check the Bank agrees Box: [ ] If you wish to take any and all actionhave a portion of this Note purchased by the Company pursuant to Section 4.11 or 4.12 of the Indenture, including state the filing of any and all documents and instruments, that may be necessary to continue such appointment amount (in full force and effectprincipal amount): ____________________.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Each of parties hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering. The Bank Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank any party hereto has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank each such party irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. . Intel Capital (bCayman) The Bank Corporation hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceThe Corporation Trust Company, with offices at 000 Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and each of the other Sellers hereby irrevocably appoints AVG Technologies USA, Inc., with offices at 0 Xxxxxxxxx XxxxxxXxxxx, 0xx Xxxxx, Xxx XxxxXxxxxxxxxx, XX Xxxxxxxxxxxxx 00000 (each, an “Authorized Agent”), as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any manner permitted by applicable laws in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Sellers waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Sellers represents and warrants that such agent its Authorized Agent has agreed to act as the Bank’s its agent for service of process, and each of the Bank Sellers 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. Each of the Sellers agrees that service of process upon its Authorized Agent shall be deemed, in every respect, effective service of process upon such Seller.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADR Registration Statement or the transactions contemplated hereby offering of the Shares or therebythe American Depositary Shares. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceNational Corporate Research, Ltd. with offices at 000 Xxxxxxxxx X 00xx Xxxxxx, 0xx XxxxxXxxxx 000, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the BankCompany’s agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any the courts of the State of the New York State or and of the United States Federal court sitting in The City the Borough of New York Manhattan over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, Statement or the transactions contemplated hereby or therebyoffering of the Shares. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Copa Airlines irrevocably submits to the non-exclusive jurisdiction of the courts of the State of the New York and of the United States sitting in the Borough of Manhattan over any suit, action or proceeding arising out of or relating to this Agreement and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that Copa Airlines has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, Copa Airlines irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (c) Each of the Company and Copa Airlines hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx XxxxxXxxxxx Xxx., Xxx Xxxx, XX Xxx Xxxx 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Each of the Company and Copa Airlines waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Each of the Company and Copa Airlines represents and warrants that such agent has agreed to act as the BankCompany’s and Copa Airlines’ agent for service of process, and each of the Bank Company and Copa Airlines 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.

Submission to Jurisdiction; Appointment of Agent for Service. (ai) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesProspectus, the Registration Statement, the ADR Registration Statement or the transactions contemplated hereby offering of the Shares or therebythe American Depositary Shares. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (ba) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceNational Registered Agents, Inc., with offices at 000 Xxxxxxxxx Xxxxxx, 0xx XxxxxXxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company 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.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding brought by any Placement Agent or by any person who controls any Placement Agent arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, or Agreement and the transactions contemplated hereby may be instituted in any federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an of inconvenient forum. To , and irrevocably submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. . The Company (bi) The Bank hereby irrevocably designates and appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceCT Corporation System, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx0000 Xxxxxxxx, Xxx Xxxx, XX 00000 (together with any successor, the "Authorized Agent") as its authorized agent for service of upon which process may be served in any suit, action or proceeding described in Section 11 of the preceding paragraph Placement Agreement and represents and warrants that the Authorized Agent has accepted such designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company (mailed or delivered to Carrier1 International S.A. c/o Carrier1 International GmbH, Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx, Attention: General Counsel), shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effecteffect so long as any of the Units, Notes or Warrants shall be outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusesPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement, or the transactions contemplated hereby or therebyoffering of the Offered ADSs. The Bank Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank Company hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of CommerceNational Registered Agents, with offices at Inc., 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx XxxxXxxxx 000, XX 00000 Xxxxx, Xxxxxxxx, 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent has agreed to act as the Bank’s its agent for service of process, and the Bank Company 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 effecteffect provided that the Company may (and shall, to the extent National Registered Agents, Inc. ceases to be able to be served on the basis contemplated herein), by written notice of the Representatives, designate such additional or alternative agent for service of process under this Section 15(b) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank In connection with the Indenture or the Notes or any Guarantee, if any, the Company irrevocably submits consents to the non-exclusive jurisdiction of any court of the State of New York State or any United States Federal federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this AgreementYork, the Prospectuses, the Registration Statement, or the transactions contemplated hereby or thereby. The Bank State of New York and irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. In connection with any Guarantee, the Company shall use reasonable efforts to cause the issuer of any Guarantee to submit to jurisdiction to substantially the same extent. The Company (i) irrevocably designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 (together with any successor, the "Authorized Agent"), as its authorized agent upon which process may be served in any such suit, action or proceeding brought and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company (mailed or delivered to its General Counsel at its executive office at Xxxxxxxxxxxxxx 00, XX-0000, Xxxxxx, Xxxxxxxxxxx), shall be deemed in every respect effective service of process upon the Company in any such a court has been brought in an inconvenient forumsuit or proceeding. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Bank it hereby irrevocably waives, to the fullest extent permitted by law, waives such immunity in respect of any such suit, action its obligations under the Indenture or proceeding. (b) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Bank waivesNotes, to the fullest extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee ------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing -------------------------------------------------------------------- attorney to transfer said Note on the books of the Company with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [CHECK ONE] (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. OR / / (b) this Note is being transferred other requirements than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee or objections other Registrar shall not be obligated to personal jurisdiction register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: ----------- ------------------------------------------------------- NOTICE: The signature to this assignment must correspond with respect theretothe name as written upon the face of the within- mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The Bank undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such agent account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has agreed to act received such information regarding the Company as the Bank’s agent for service of process, undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the Bank agrees transferor is relying upon the undersigned's foregoing representations in order to take any and all action, including claim the filing of any and all documents and instruments, that may exemption from registration provided by Rule 144A. Dated: ------------------- ----------------------------------------------- NOTICE: To be necessary to continue such appointment in full force and effect.executed by an executive officer

Submission to Jurisdiction; Appointment of Agent for Service. (a) In further consideration of the agreement of the Placement Agents herein contained, the Company agrees and covenants as follows: The Bank Company irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding against the Company brought by any Placement Agent arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any United States Federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, State of New York (a "New York Court"), and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To irrevocably submits to the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity courts in respect of any such suit, action or proceeding. . The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (bincluding immunity to pre-judgment attachment and execution) The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any legal suit, action or proceeding described in against it arising out of this Agreement or the preceding paragraph and agrees that service of process transactions contemplated hereby which is instituted in any such suit, action New York Court or proceeding may be made upon it at in any foreign court. To the office of such agent. The Bank waives, to the fullest extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011 as its authorxxxx xxxxx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxxx xxxxxxx may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Placement Agent, expressly consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Bank Company represents and warrants that such agent its Authorized Agent has agreed to act as the Bank’s said agent for service of process, process and the Bank Company 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 effecteffect as aforesaid. Service of process upon the Authorized Agent and written notice of such service of process to it shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Placement Agent in any competent foreign court. The provisions of this Section 11.7 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank Company irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in The City of New York over any legal suit, action or proceeding brought by the Underwriter or by any person who controls the Underwriter arising out of or relating to this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any federal or thereby. state court in the Borough of Manhattan, The Bank City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To the extent that the Bank Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its propertyproperty in respect of its obligations under this Agreement, the Bank Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. . The Company (ba) The Bank hereby irrevocably designates and appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with its Chief Financial Officer from time to time located at its principal executive offices at 000 Xxxxxxxxx 00 Xxxx Xxxxxx, 0xx XxxxxXxxxx Xxxxxx, Xxx XxxxXxxx 00000 (together with any successor, XX 00000 the “Company’s Authorized Agent”), as its agent for service of upon which process may be served in any suit, action or proceeding described in the preceding paragraph first sentence of this Section 10 and represents and warrants that the Company’s Authorized Agent has accepted such designation and (b) agrees that service of process upon the Company’s Authorized Agent and written notice of said service to the Company mailed or delivered to its Secretary at its registered office at 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, shall be deemed in every respect effective service of process upon the Company in any such suit, action suit or proceeding may be made upon it at the office of such agentproceeding. The Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Company’s Authorized Agent in full force and effecteffect so long as any of the Shares shall be issued and outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over Company agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Agreement, the Prospectuses, the Registration Statement, Agreement or the transactions contemplated hereby may be instituted in any state or thereby. federal court in The Bank irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. To The Company expressly accepts the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the non-exclusive jurisdiction of any such court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) . The Bank hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxx of Canadian Imperial Bank of Commerce, with offices at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and Company agrees that service of process a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon and may be made enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon it such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, By: Name: Xxxxx X. Xxxxxx Title: Executive VP, Finance & Administration Accepted as of the date hereof: [INVESTOR] By: Name: Title: Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s [5.75]% Convertible Senior Notes due 2011 (CUSIP No. [ ]) (the “Notes”), and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of December 11, 2007 (the “Registration Rights Agreement”), between the Company and the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the office address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of such agentTransfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The Bank waivesundersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the fullest extent permitted by lawRegistration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, any underwriter, each other requirements Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or objections to personal jurisdiction Section 20 of the Exchange Act, from and against certain losses arising in connection with respect theretostatements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Bank Selling Securityholder hereby provides the following information and represents and warrants that such agent has agreed information is accurate and complete: A. Full Legal Name of Selling Securityholder: B. Full legal name of registered holder (if not the same as (a) above) through which Transfer Restricted Securities listed in (3) below are held: C. Full legal name of DTC participant (if applicable and if not the same as (b) above) through which Transfer Restricted Securities listed in Item III are held: D. Taxpayer identification or social security number of Selling Securityholder: II. Address for notices to act Selling Securityholder: Telephone: Fax: Email: Contact Person: III. Beneficial ownership of Transfer Restricted Securities: A. Type of Transfer Restricted Securities beneficially owned, and principal amount of Notes or number of shares of Common Stock, as the Bankcase may be, beneficially owned: B. CUSIP No(s). of such Transfer Restricted Securities beneficially owned: C. Amount of Transfer Restricted Securities that the undersigned wishes to be included in the Shelf Registration Statement: IV. Beneficial ownership of the Company’s agent for service securities owned by the Selling Securityholder: EXCEPT AS SET FORTH BELOW IN THIS ITEM IV, THE UNDERSIGNED IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM III (“Other Securities”). A. Type and amount of processOther Securities beneficially owned by the Selling Securityholder: B. CUSIP No(s). of such Other Securities beneficially owned: V. Relationship with the Company: Except as set forth below, and neither the Bank agrees to take undersigned nor any and all actionof its affiliates, including officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the filing of Company (or its predecessors or affiliates) during the past three years. State any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.exception here: