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

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the 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 Purchase Option. The Company irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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. The Company (a) Each of the parties hereto irrevocably submits to the nonexclusive 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 Purchase Option. The Company irrevocably Agreement or the transactions contemplated hereby 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 they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and (iii) submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in 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 (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding 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 “Authorized Agent”) upon whom process may be made upon it at served in any such action arising out of or based on this Agreement or the office of such agent. The Company waivestransactions contemplated hereby which may be instituted 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 Company Selling Stockholder represents and warrants that such agent the Authorized Agent has agreed to act as its such agent for service of process, process and the 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 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. Notwithstanding Service of process upon such Authorized Agent (or any successor) and written notice of such service to 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 Selling Stockholder shall be entitled to recover from deemed, in every respect, effective service of process upon 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 thereforSelling Stockholder.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company and each of the Company’s Controlled Entities irrevocably and unconditionally waive 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 the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis 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. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement or the transactions contemplated hereby. The Company irrevocably waivesand unconditionally, to the fullest maximum extent permitted by law, waives any objection which they 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. Any such process or summons to be served upon At the request of the Representative, the Company shall cause such of its Subsidiaries as are designated by the Representative to irrevocably and unconditionally, to the maximum extent permitted by law, 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints its registered agent, 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 by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of two years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and each of the Selling Shareholders hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time 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 claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The 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 they may now or hereafter have and all rights 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. Any such process or summons to be served upon the Company may be served trial by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company jury in any action, legal proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements arising out of or objections relating to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 or 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 therefortransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, each of the parties hereto irrevocably submits to the nonexclusive 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 Purchase OptionIndenture and the Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waivesIssuer and each Guarantor, to the fullest extent permitted by applicable law, any objection which they 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 such suitGuarantor 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, action or proceeding brought in such a court and any claim that any such suitXxxxxxxxx, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such XX 00000, XXX), as its registered agent upon whom process or summons to be served upon the Company may be served in any such suit or proceeding. This designation shall remain in place unless it is substituted by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed the Issuer with written notice to it at all parties hereto. Each of the address set forth Issuer and each Guarantor (other than any Guarantor incorporated in Section 8 hereofthe 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 mailing appointment shall be deemed personal service irrevocable unless and shall be legal and binding upon until replaced by an agent reasonably acceptable to the Company in any action, proceeding or claimTrustee. The Company hereby irrevocably appoints [______________________] as its agent for service of process in Issuer and each Guarantor (other than any suit, action or proceeding described Guarantor incorporated in the preceding paragraph and agrees 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, 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 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 Company Issuer and each Guarantor hereby irrevocably 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 thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 13.09 are intended to be instituted effective upon the execution of this Indenture and the Notes without any further action by the Holder in any competent court in Issuer or the British Virgin Islands. The Company agrees that Trustee and the prevailing party(ies) in any such action introduction of a true copy of this Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the offering of the Securities or any transactions contemplated hereby. The Company irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection which they 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 Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the offering of the 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. Any such The Company irrevocably appoints DiaMedica USA Inc., located at 0 Xxxxxxx Xxxxxxx, Suite 260, Minneapolis, Minnesota, USA 55447, Attention: Chief Financial Officer, as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 manner permitted by applicable law upon it at the office of such 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. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, each of the Issuer and each Subsidiary Guarantor irrevocably submits to the nonexclusive 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 Purchase OptionIndenture, the Notes or the Note Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waivesEach of the Issuer and each Subsidiary Guarantor, to the fullest extent permitted by applicable law, any objection which they 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 suitsuit or proceeding. CT Corporation System hereby agrees to act as the Authorized Agent, action or proceeding brought in such a court as the case may be, for the Issuer and any claim that any such suiteach Subsidiary Guarantor, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons as the case may be and hereby irrevocably consents to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for with notice of service of process in any suitby delivery or by registered mail with return receipt requested to its registered office (which, action as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Subsidiary Guarantor, 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 Company 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 thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be instituted effective upon the execution of this Indenture and the Notes without any further action by the Holder in any competent court in Issuer and the British Virgin Islands. The Company agrees that Subsidiary Guarantors, or the prevailing party(ies) in any such action Trustee and the introduction of a true copy of this Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company and each of the Company’s Controlled Entities irrevocably and unconditionally waive 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 the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company irrevocably appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis 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. The Company Each of the parties hereto hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company Each of the parties hereto irrevocably and unconditionally waive 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 the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that each of the 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, such party irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent manner permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that applicable law upon such agent has agreed to act as its agent for shall be deemed in every respect effective service of processprocess in any manner permitted by applicable law upon the Company, and as the Company case may be, in any such suit or proceeding. Each of the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis 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. The Company Selling Shareholder hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time 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 claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Selling Shareholder irrevocably appoints 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 waiveswaive, to the fullest extent permitted by law, any objection which they may now or hereafter have and all rights 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. Any such process or summons to be served upon the Company may be served trial by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company jury in any action, legal proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements arising out of or objections relating to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 or 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 therefortransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the 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 Purchase OptionAgreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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. The Company irrevocably submits to the 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 Purchase OptionAgreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] Xxxxx Xxxx, 000 Xxxx 00xx Xxxxxx, 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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. The Each of the Company and the Selling Shareholder hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time 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 claim 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 Company and the Selling Shareholder and each Underwriter irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have and all rights 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. Any such process or summons to be served upon the Company may be served trial by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company jury in any action, legal proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements arising out of or objections relating to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 or 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 therefortransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company and the Guarantors irrevocably submits submit to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Memorandum, the Final Memorandum, the Indenture or the offering of the Securities. The Each of the Company and the Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection which they 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. Any such process or summons to be served upon To the extent that the Company has or hereafter may be served by transmitting a copy thereof by registered acquire any immunity (on the grounds of sovereignty or certified mailotherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon each of the Company and the Guarantors irrevocably waive, to the fullest extent permitted by law, such immunity in respect of any actionsuch suit, proceeding action or claimproceeding. The Each of the Company and the Guarantors hereby irrevocably appoints [______________________] appoint CT Corporation System, with offices at 100 Xxxxxx Xxxxxx, Xxx Xxxx, 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 Each of the Company waivesand the Guarantors waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Each of the Company represents and warrants the Guarantors represent and warrant that such agent Authorized Agent has agreed to act as its the Company’s and the Guarantor’s agent for service of processprocess for the Company, and the 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. The Waiver. To the fullest extent permitted by applicable law, the Company ------ irrevocably submits to the nonexclusive 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 Purchase Optionproceeding may be determined in any such court. The Company irrevocably waivesCompany, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in 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 a court and any claim that any such suittime as no Notes are outstanding, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such as its authorized agent upon whom process or summons to be served upon the Company 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 transmitting a copy thereof by registered first class mail or certified mail, return receipt requested, postage prepaid, addressed delivered to it at the address set forth in Section 8 hereof. Such mailing its Authorized Agent shall be deemed personal in every respect effective service and shall be legal and binding of process upon the Company in any action, proceeding such suit or claimproceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process a final action in any such suit, action suit or proceeding shall be conclusive and may be made upon it at enforced in other jurisdictions by suit on the office of such agent. The Company waives, to the fullest extent permitted by law, judgment or in any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effectlawful manner. Notwithstanding the foregoing, any action against the Company arising out of or based on this Agreement Indenture, the Notes or the transactions contemplated hereby may also be instituted by the Holder in any competent court in Germany, and the British Virgin IslandsCompany expressly accepts the jurisdiction of any such court in any such action. The Company agrees that hereby irrevocably waives, to the prevailing party(iesextent permitted by law, any 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 such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such legal suit, action or proceeding and/or incurred against it arising out of or 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 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 this agreement. Instead, any disputes resolved in court will be resolved in a bench trial without a jury. The provisions of this Section 12.9 are intended to be effective upon the preparation thereforexecution of this Indenture and the 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 such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, 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. The Company and each of the Company’s Subsidiaries irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company irrevocably appoints Cogency Global Inc. as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis 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. In further consideration of the agreement of the Trustee herein contained, the Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 Purchase Option. Indenture or the transactions contemplated hereby may be instituted in any United States Federal or state court in the Borough of Manhattan, The Company 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 they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Indenture or the fullest transactions contemplated hereby which is instituted in any New York Court or in any foreign court. To the 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 Company represents and warrants that such agent its Authorized Agent has agreed to act as its said agent for service of process, process and the 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 Indenture or the transactions contemplated hereby may be instituted by the Holder Trustee in any competent court in the British Virgin Islandsforeign court. The Company agrees that the prevailing party(ies) provisions of this Section 14.13 shall survive any termination of this Indenture, 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 whole or proceeding and/or incurred in connection with the preparation thereforpart.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably submits to the nonexclusive 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, in any suit, action suit or proceeding based on or arising out of or relating to under or in connection with this Purchase OptionIndenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waivesIssuer, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit 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. Any such hereby irrevocably designates and appoints Smurfit Kappa Packaging LLC (the “Authorized Agent”) as its authorized agent upon whom process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 such suit or claimproceeding. The Company hereby Issuer represents and warrants that the Authorized Agent has accepted such appointment and irrevocably appoints [______________________] agreed to act as its said agent for service of process in any suit, action or proceeding described in the preceding paragraph and process. The Issuer agrees that service of process upon its Authorized Agent and written notice of said service to the Issuer, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer in any such suit, action suit or proceeding may be made upon it at proceeding. Nothing herein shall affect the office right of such agent. The Company waives, any person to the fullest extent serve process in any other manner permitted by law, . The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effectlawful manner. Notwithstanding the foregoing, any action against the Issuer arising out of or based on this Agreement Indenture or the transactions contemplated hereby may also be instituted by the Holder in any competent court in Ireland and the British Virgin IslandsIssuer expressly accepts the jurisdiction of any such court in any such action. The Company agrees that Issuer hereby irrevocably waives, to the prevailing party(iesextent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) 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 legal suit, action or proceeding and/or incurred against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 are intended to be effective upon the execution of this Indenture and the 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 such matters. Each and any Guarantor organized in connection with Mexico further agrees that any service of process or notice made at the preparation therefordomicile of the Authorized Agent located at 1000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (or any other domicile that the Authorized Agent notifies to the parties hereto in writing) shall be acceptable and that they will grant an irrevocable power of attorney to the Authorized Agent for lawsuits and collections to authorize it to act as process agent for the purposes herein.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, 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. The Company 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 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suitsuit or proceeding. The Company appoints C T Corporation System, action or proceeding brought located at 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process 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, action agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Company waivesfurther 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. Each 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 to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 this Agreement, the Deposit Agreement or proceeding and/or incurred in connection with the preparation therefortransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby. The Company and each of the Company’s Controlled Entities irrevocably and unconditionally waive 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 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company irrevocably appoints [ ], as its authorized agent (the “Authorized Agent”) in such a court and any claim that 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 brought relating in such a court has been brought in an inconvenient forum. Any such process or summons any way to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing this Agreement shall be deemed personal service brought and shall be legal enforced in instituted by the Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and binding based upon the Company this Agreement, or in any actionother action against the Company, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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, 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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. Notwithstanding the foregoingEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, any action based on this Agreement may be instituted by the Holder in any competent court in the British Virgin IslandsTO 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 agrees 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 attorneys’ 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. In further consideration of the agreement of the Underwriters herein contained, the Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court in the Borough of Manhattan, The Company 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 they 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 and irrevocably submits to the non-exclusive jurisdiction of such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court or in any foreign court. To the 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 Company represents and warrants that such agent its Authorized Agent has agreed to act as its said agent for service of process, process and the 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 the Holder any Underwriter or any Control Person in any competent court in the British Virgin Islandsforeign court. The Company agrees that the prevailing party(ies) provisions of this Section 10 shall survive any termination of this Agreement, 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 whole or proceeding and/or incurred in connection with the preparation thereforpart.

Submission to Jurisdiction; Appointment of Agent for Service. The In further consideration of the agreement of the Underwriters herein contained, the Company irrevocably submits to the nonexclusive jurisdiction of agrees and covenants 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 Purchase Option. The Company Agreement or the transactions contemplated hereby may be instituted in any New York Court, and irrevocably waives, to the fullest extent permitted by law, waives any objection which they 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 and irrevocably submits to the non-exclusive jurisdiction of such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court, or in any Bermuda court. To the extent permitted by law, 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 The City of New York at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its respective 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 Company represents and warrants that such agent the Authorized Agent has agreed to act as its said agent for service of process, process and the 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 Company's 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 the Holder any Underwriter or any Control Person 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 thereforforeign court.

Submission to Jurisdiction; Appointment of Agent for Service. In further consideration of the agreement of the Placement Agents herein contained, the Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court in the Borough of Manhattan, The Company 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 they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court or in any foreign court. To the 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, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 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 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 Company represents and warrants that such agent its Authorized Agent has agreed to act as its said agent for service of process, process and the 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 the Holder any Placement Agent in any competent court in the British Virgin Islandsforeign court. The Company agrees that the prevailing party(ies) provisions of this Section 11.7 shall survive any termination of this Agreement, 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 whole or proceeding and/or incurred in connection with the preparation thereforpart.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement and the transactions contemplated hereby and thereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any such The Company (i) irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with any successor, the "AUTHORIZED AGENT"), as its authorized agent upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph first sentence of this Section 15 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 Carrier 1 International S.A., c/o Carrier1 International GmbH, at 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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. Notwithstanding If for the foregoing, any action based on this Agreement may be instituted by the Holder purposes of obtaining judgment in any competent court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures MSIL could purchase United States dollars with such other currency in The City of New York on the British Virgin Islandsbusiness day preceding that on which final judgment is given. The obligations of the Company in respect of any sum due from it to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, be discharged only if and to the extent on the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. To the extent that the prevailing party(iesCompany has or hereafter may acquire any immunity from 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, it hereby irrevocably waives such immunity in any such action shall be entitled to recover from the other party(ies) all respect of its reasonable attorneys’ fees and expenses relating obligations under the above-referenced documents, to such action or proceeding and/or incurred in connection with the preparation thereforextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive 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 Underwriters or by any person who controls the Underwriters arising out of or relating to this Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any such process or summons to be served upon To the extent that the 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 in respect of its obligations under this Agreement, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company (a) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 50 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the “Company’s Authorized Agent”), as its agent upon which process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process 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 Assistant Secretary at its registered office at 2 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effect. Notwithstanding effect so long as any of 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 Shares shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees issued and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforoutstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over agrees that any suit, action or proceeding against the Company or brought by any Underwriter, the affiliates, directors, officers, employees and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or relating to based upon this Purchase Option. The Company irrevocably waivesAgreement or the Transaction will be instituted in the Supreme Court of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, to the fullest extent permitted by lawand any appellate court from any thereof, and waives any objection which they it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding brought in such a court and any claim that any such suitproceeding. Beginning on the Closing Date, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company hereby appoints CT Corporation System as the authorized agent of the Company (the “Authorized Agent”) upon whom process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described arising out of or based upon this Agreement or the Transaction that may be instituted in the preceding paragraph Supreme Court of the State of New York sitting in New York County and agrees that service the United States District Court of process the Southern District of New York, and any appellate court from any thereof, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company hereby represents and warrants that the Authorized Agent has accepted such agent appointment and has agreed to act as its said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instrumentsdocuments, that may be necessary to continue such appointment in full force and effecteffect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based on upon this Agreement may be instituted by any Underwriter, the Holder directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent court jurisdiction in the British Virgin IslandsLuxembourg. The Company agrees that the prevailing party(ies) parties hereto each hereby waive any right to trial by jury in any such action shall be entitled to recover from the other party(ies) all action, proceeding or counterclaim arising out of its reasonable attorneys’ fees and expenses or relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and each Selling Shareholder irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering of the Shares. The Company and each Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] Xxxxx X. Xxxxx, 0000 XxXxx Xxxxx, M/S 54SJ Xxx Xxxx, XX 00000-0000, Xxxxxx Xxxxxx 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. Each Selling Shareholder hereby irrevocably appoints 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 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 Company and each Selling Shareholder represents and warrants that such agent has agreed to act as its agent for service of process, and the 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. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Holder 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 thereforNetherlands.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 it arising out of or relating based upon this Indenture, the Securities or the transactions contemplated hereby may be, but is not required to this Purchase Option. be, instituted in any United States Federal or State Court in the Borough of Manhattan, The Company City of New York, State of New York, and irrevocably waives, to the fullest extent permitted by law, waives any objection which they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to prejudgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Indenture, the fullest Securities or the transactions contemplated hereby which is instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York, State of New York, or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any jurisdiction validly obtained in any such proceeding. The Company has appointed CT Corporation Systems, 1633 Broadway, New York, New Yxxx 00000, xx xxx xxxxxxxxxx xxxxx (xxx "Authorized Agent") upon which process may be served in any such action arising out of or based on this Indenture, the Securities or the transactions contemplated hereby which may be instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York, State of New York, expressly consents to the 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 Company represents and warrants that such agent the Authorized Agent has agreed to act as its said agent for service of process, process and the Company it 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 the Company shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement Indenture and the Securities or the transactions contemplated hereby may be instituted by any party hereto, subject to the limitations set forth in Article 6 hereof, by the Holder of any Security 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 thereforforeign court.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, 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. The Company and each of the Company’s Subsidiaries and Affiliated Entities irrevocably and unconditionally waive 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 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company irrevocably appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The In further consideration of the agreement of the Underwriters herein contained, the Company irrevocably submits to the nonexclusive jurisdiction of agrees and covenants 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 Purchase Option. The Company Agreement or the transactions contemplated hereby may be instituted in any New York Court, and irrevocably waives, to the fullest extent permitted by law, waives any objection which they 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 and irrevocably submits to the non-exclusive jurisdiction of such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court, or in any Bermuda court. To the extent permitted by law, 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 The City of New York at 111 Eighth Avenue, New York, NY 10011, as its respective authorized agenx (xxx "XXXXXXXXXX Xxxxx") xxxx xxxxx 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 Company represents and warrants that such agent the Authorized Agent has agreed to act as its said agent for service of process, process and the 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 Company's 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 the Holder any Underwriter or any Control Person 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 thereforforeign court.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 it arising out of or relating based upon this Indenture, the Securities or the transactions contemplated hereby may be, but is not required to this Purchase Option. be, instituted in any United States Federal or State Court in the Borough of Manhattan, The Company City of New York, State of New York, and irrevocably waives, to the fullest extent permitted by law, waives any objection which they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to prejudgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Indenture, the fullest Securities or the transactions contemplated hereby which is instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York, State of New York, or in any foreign court. To the extent permitted by law, the Company hereby waives any objection to the enforcement by any competent foreign court of any jurisdiction validly obtained in any such proceeding. The Company has appointed CT Corporation Systems, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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, the Securities or the transactions contemplated hereby which may be instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York, State of New York, expressly consents to the 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 Company represents and warrants that such agent the Authorized Agent has agreed to act as its said agent for service of process, process and the Company it 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 the Company shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement Indenture and the Securities or the transactions contemplated hereby may be instituted by any party hereto, subject to the limitations set forth in Article 6 hereof, by the Holder of any Security 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 thereforforeign court.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and each Selling Shareholder irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering of the Shares. The Company and each Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] Jxxxx Xxxxx, 400 X. Xxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx 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. Each Selling Shareholder hereby irrevocably appoints the persons set forth below such Selling Shareholder’s name in Schedule IV hereto 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 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 Company and each Selling Shareholder represents and warrants that such agent has agreed to act as its agent for service of process, and the 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. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Holder 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 thereforNetherlands.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, each of the Company, eircom and any Additional Note Guarantor irrevocably submits to the nonexclusive 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 under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, eircom and any Additional Note Guarantor, to this Purchase Optionthe fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and has irrevocably designated and appointed CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Company Each of the Company, eircom and any Additional Note Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Company, eircom and any Additional Note Guarantor has irrevocably waivesauthorized and directed its Authorized Agent to accept such service. Each of the Company, eircom and any Additional Note Guarantor further agrees that service of process upon its Authorized Agent and written notice of said service to the Company, eircom and any Additional Note Guarantor, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company, eircom and any Additional Note Guarantor, as the case may be, 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 Company, eircom and any Additional Note Guarantor agrees, to the fullest extent permitted by law, that a final action in any objection which they such suit or proceeding shall be conclusive and may now be enforced in other jurisdictions by suit on the judgment or hereafter have in any other lawful manner. Each of the Company, eircom and any Additional Note Guarantor hereby irrevocably waives, to the laying of venue of extent permitted by law, any such 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 brought in such a court and any claim that any such suitagainst it arising out of or based on this Indenture, action the Notes or proceeding brought in such a court has been brought in an inconvenient forumthe transactions contemplated hereby. Any such process or summons The provisions of this Section 12.9 are intended to be served effective upon the Company may be served execution of this Indenture and the Notes without any further action by transmitting a copy thereof by registered the Company, eircom, or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] 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 Company waivesAdditional Note Guarantor and, to the fullest extent permitted by law, any other requirements the introduction of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service a true copy of process, and the 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 Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the 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 Purchase OptionAgreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] EG&S, 000 Xxxx 00xx Xxxxxx, 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Underwriters in any competent court in the British Virgin IslandsDelaware. 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. The Company CBM Holdings, an Ontario limited partnership and a Selling Stockholder, irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Prospectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Company CBM Holdings irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any To the extent that CBM Holdings 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, CBM Holdings irrevocably waives, to the fullest extent permitted by law, such process immunity in respect of any such suit, action or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereofproceeding. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company CBM Holdings hereby irrevocably appoints [______________________] National Corporate Research, Ltd., with offices at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 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 Company CBM Holdings waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company CBM Holdings represents and warrants that such agent has agreed to act as its CBM Holdings’ agent for service of process, and the Company CBM Holdings agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. 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. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in The Company irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which they 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 proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in such a court and any claim that respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such a court has been brought shall be conclusive and binding thereupon and may be enforced in an inconvenient forum. Any such process or summons any other court in the jurisdiction to be served upon which the Company is or may be served subject by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at suit upon such judgment. Please confirm that the address set foregoing correctly sets forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the agreement between the Company in any actionand you. Very truly yours, proceeding or claim. The Company hereby irrevocably appoints [Cray Inc., a Washington corporation /s/ Xxxxxxx X. Xxxxxxx By:______________________] _________ Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, General Counsel, Chief Financial Officer and Corporate Secretary Accepted as its agent of the date hereof: BEAR, XXXXXXX & CO. INC. /s/ Xxxxxxx X. Xxxxxx By:________________________________ Name: Xxxxxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CRAY INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 3.0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 NOTICE Cray Inc. (the "Company") has filed, or intends shortly to file, with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 or such other Form as may be available (the "Shelf Registration Statement") for service the registration and resale under Rule 415 of process the Securities Act of 1933, as amended (the "Securities Act"), of the Company's 3.0% Convertible Senior Subordinated Notes due 2024 (CUSIP No. 225223 AA4) (the "Notes"), and common stock, $0.01 par value, issuable upon conversion thereof (the "Shares" and together with the Notes, the "Transfer Restricted Securities") in any suitaccordance with the terms of the Registration Rights Agreement, action or proceeding described dated as of December 6, 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 preceding paragraph 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 agrees that service be bound by those provisions of process the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in any such suitthe Shelf Registration Statement, action or proceeding may this Election and Questionnaire must be made upon it 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 Company waivesBENEFICIAL OWNERS THAT DO NOT COMPLETE THIS ELECTION AND QUESTIONNAIRE AND DELIVER IT TO THE COMPANY PRIOR TO THE ELECTION AND QUESTIONNAIRE DEADLINE AS PROVIDED BELOW WILL NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE SHELF REGISTRATION STATEMENT AT THE TIME IT IS DECLARED EFFECTIVE AND, to THEREFORE, WILL NOT BE PERMITTED TO SELL ANY TRANSFER RESTRICTED SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT UNTIL WE PREPARE AND FILE A PROSPECTUS SUPPLEMENT OR, IF REQUIRED, A POST-EFFECTIVE AMENDMENT TO THE SHELF REGISTRATION STATEMENT. Certain legal consequences arise from being named as a Selling Securityholder in the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, Shelf Registration Statement and the Company agrees related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to take any and all action, including consult their own securities law counsel regarding the filing consequences 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 being named or not being named as a Selling Securityholder in the British Virgin Islands. The Company agrees that Shelf Registration Statement and 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 thereforrelated Prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. In further consideration of the agreement of the Trustee herein contained, the Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 Purchase Option. Indenture or the transactions contemplated hereby may be instituted in any United States Federal or New York State court in the Borough of Manhattan, The Company 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 they 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 and irrevocably submits to the non-exclusive jurisdiction of such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Indenture or the fullest transactions contemplated hereby which is instituted in any New York Court or in any foreign court. To the 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. Such appointments shall be irrevocable. The Company represents and warrants that such agent its Authorized Agent has agreed to act as its said agent for service of process, process and the 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 Indenture or the transactions contemplated hereby may be instituted by the Holder Trustee in any competent court in the British Virgin Islandsforeign court. The Company agrees that the prevailing party(ies) provisions of this Section 14.13 shall survive any termination of this Indenture, 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 whole or proceeding and/or incurred in connection with the preparation thereforpart.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and each of the Selling Shareholders hereby irrevocably submits to the nonexclusive exclusive jurisdiction of any the New York State or United States Federal court sitting Courts in The City of New York over any suit, action suit or proceeding arising out of or relating to this Purchase OptionAgreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby. The Company Company, each of the Company’s Subsidiaries and Consolidated Affiliated Entities, the Selling Shareholders and each of the Selling Shareholder’s subsidiaries irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which they 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 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. Any such The Company and the Selling Shareholders (other than Owap Investment Pte Ltd) irrevocably appoint [Cogency Global Inc.] as its respective authorized agent in the Borough of Manhattan in The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] as its agent for and agree that service of process in any suitmanner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company and the Selling Shareholders (other than Owap Investment Pte Ltd), as the case may be, in any such suit or proceeding. The Company and the Selling Shareholders (other than Owap Investment Pte Ltd) further agree to take any and all action or proceeding described 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. Owap Investment Pte Ltd irrevocably appoints GIC (New York) Inc. as its respective authorized agent in the preceding paragraph 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 such suit, action or proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent manner permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that applicable law upon such agent has agreed to act as its agent for shall be deemed in every respect effective service of processprocess in any manner permitted by applicable law upon Owap Investment Pte Ltd, and the Company in any such suit or proceeding. Owap Investment Pte Ltd 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, 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. The Company and each of the Company’s Controlled Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company irrevocably appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis 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. The Company hereby irrevocably submits to the nonexclusive exclusive jurisdiction of any the New York State or United States Federal court sitting Courts in The City of New York over any suit, action suit or proceeding arising out of or relating to this Purchase OptionAgreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding 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 Offered Securities, or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company irrevocably appoints Cogency Global Inc. as its respective authorized agent in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent manner permitted by lawapplicable law upon such agent 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 other requirements of such suit or objections to personal jurisdiction with respect theretoproceeding. The Company represents and warrants that such agent has agreed to act as its the Company’s agent for service of process, and the 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 effect. Notwithstanding the foregoing, It is understood that this Section 12 shall remain operative and in full force and effect regardless of any action based on termination of 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 thereforAgreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, each of eircom Funding, the Company, any Note Guarantor and Holdings irrevocably submits to the nonexclusive 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 under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of eircom Funding, the Company, any Note Guarantor and Holdings, to this Purchase Optionthe fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and has irrevocably designated and appointed CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Company Each of eircom Funding, the Company, any Note Guarantor and Holdings represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of eircom Funding, the Company, any Note Guarantor and Holdings has irrevocably waivesauthorized and directed its Authorized Agent to accept such service. Each of eircom Funding, the Company, any Note Guarantor and Holdings further agrees that service of process upon its Authorized Agent and written notice of said service to eircom Funding, the Company, any Note Guarantor and Holdings, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon eircom Funding, the Company, any Note Guarantor and Holdings, as the case may be, 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 eircom Funding, the Company, any Note Guarantor and Holdings agrees, to the fullest extent permitted by law, that a final action in any objection which they such suit or proceeding shall be conclusive and may now be enforced in other jurisdictions by suit on the judgment or hereafter have in any other lawful manner. Each of eircom Funding, the Company, any Note Guarantor and Holdings hereby irrevocably waives, to the laying of venue of extent permitted by law, any such 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 brought in such a court and any claim that any such suitagainst it arising out of or based on this Indenture, action the Notes or proceeding brought in such a court has been brought in an inconvenient forumthe transactions contemplated hereby. Any such process or summons The provisions of this Section 12.9 are intended to be served effective upon the Company may be served execution of this Indenture and the Notes without any further action by transmitting a copy thereof by registered or certified maileircom Funding, return receipt requestedthe Company, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service any Note Guarantor and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waivesHoldings and, to the fullest extent permitted by law, any other requirements the introduction of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service a true copy of process, and the 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 Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably Each party hereto submits to the nonexclusive exclusive jurisdiction of any the competent courts of the State of New York State or and the courts of the United States Federal court sitting of America, in each case located in The City of New York, New York over any suit, action or proceeding arising out of under or relating to in connection with this Purchase OptionAgreement or the transactions contemplated hereby. The Company irrevocably waives, to the fullest extent permitted by law, Each party hereto waives any objection which they that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising under or in connection with this Agreement or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, New York, or that such suit, action or proceeding brought in such a the courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, New York, was brought in an inconvenient court and any agrees not to plead or claim that the same In furtherance of the foregoing, the Company hereby irrevocably designates and appoints CT Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the agent of the Company to receive service of all process brought against the Company with respect to any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forumThe City of New York, New York, such service being hereby acknowledged by the Company to be effective and binding service in every respect. Any Copies of any such process or summons so served shall also be given to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in accordance with Section 10 hereof, but the failure of the Company to receive such copies shall not affect in any actionway the service of such process as aforesaid. If for any reason CT Corporation shall resign or otherwise cease to act as such agent, proceeding or claim. The the Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph agrees to promptly designate and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such appoint a new agent. The Company waives, to Please confirm that the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and foregoing correctly sets forth the agreement among the Company agrees to take any and all actionyou. Very truly yours, including Willbros Group, Inc. By: --------------------------------- Name: Title: Accepted as of the filing date hereof: PURCHASERS: HIGHBRIDGE INTERNATIONAL LLC By: HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: ---------------------------------- Name: Xxxx X. Chill Title: Managing Director Accepted as of any and all documents and instrumentsthe date hereof: PURCHASERS: PORTSIDE GROWTH & OPPORTUNITY FUND By: ---------------------------------- Name: Title: 25 Accepted as of the date hereof: PURCHASERS: SHEPHERD INVESTMENTS INTERNATIONAL, that may be necessary to continue such appointment in full force and effectLTD. Notwithstanding By: ---------------------------------- Name: Title: Accepted as of the foregoingdate hereof: PURCHASERS: SUTTONBROOK CAPITAL MANAGEMENT LP By: --------------------------------- Name: Title: 27 Accepted as of the date hereof: PURCHASERS: CITADEL EQUITY FUND, any action based on this Agreement may be instituted by LTD. By: --------------------------------- Name: Title: 28 Accepted as of the Holder in any competent court in date hereof: PURCHASERS: CAPITAL VENTURES INTERNATIONAL By: --------------------------------- Name: Title: 29 Accepted as of the British Virgin Islandsdate hereof: PURCHASERS: KINGS ROAD INVESTMENTS LTD. 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.By: --------------------------------- Name: Title:

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, each of the Company and the Subsidiary Guarantor irrevocably submits to the nonexclusive 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 Purchase OptionIndenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Each of the Company irrevocably waivesand the Subsidiary Guarantor, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints National Registered Agents, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such Inc. (the "AUTHORIZED AGENT"), as its authorized agent upon whom process or summons to be served upon the Company may be served by transmitting a copy thereof by registered in any such suit or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereofproceeding. Such mailing shall be deemed personal service and shall be legal and binding upon Each of the Company and the Subsidiary Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in any action, proceeding or claimwriting. The Each of the Company and the Subsidiary Guarantor hereby irrevocably appoints [______________________] as authorizes and directs its agent for service Authorized Agent to accept such service. Each of process in any suit, action or proceeding described in the preceding paragraph Company and the Subsidiary Guarantor further agrees that service of process upon its Authorized Agent and written notice of said service to the Company or to the Subsidiary Guarantor, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Company or the Subsidiary Guarantor, as the case may be, in any such suit, action suit or proceeding may be made upon it at proceeding. Nothing herein shall affect the office right of such agent. The Company waives, any person to the fullest extent serve process in any other manner permitted by law, . Each of the Company and the Subsidiary Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effectlawful manner. Notwithstanding the foregoing, any action against the Company or the Subsidiary Guarantor arising out of or based on this Agreement Indenture or the transactions contemplated hereby may also be instituted by the Holder in any competent court in Ireland and each of the British Virgin IslandsCompany and the Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action. The Each of the Company agrees that and the prevailing party(iesSubsidiary Guarantor hereby irrevocably waives, to the extent permitted by law, any 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 such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such legal suit, action or proceeding and/or incurred in connection with against it arising out of or based on this Indenture, the preparation therefor.Notes or the transactions contemplated hereby. The provisions of this Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Company, the Subsidiary Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries and Affiliated Entities irrevocably and unconditionally waive 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 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company irrevocably appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis 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. The Company 172 To the fullest extent permitted by applicable Law, each of the parties hereto irrevocably submits to the nonexclusive 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 Purchase OptionIndenture and the Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waivesIssuer, the Affiliate Issuer and each Guarantor, to the fullest extent permitted by lawapplicable Law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding, and irrevocably and fully waives any right to trial by jury, and each of the Issuer, the Affiliate 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. 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, 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 or the Affiliate Issuer with written notice to all parties hereto. Each of the Issuer, the Affiliate 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, the Affiliate 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, the Affiliate 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, the Affiliate 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, the Affiliate Issuer and each Guarantor agrees that a final action in any 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, the Affiliate Issuer and each Guarantor hereby irrevocably waives, to the extent permitted by Law, any objection immunity to jurisdiction to which they 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 or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to against it at the 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 claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements arising out of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 13.09 are intended to be instituted effective upon the execution of this Indenture and the Notes without any further action by the Holder in any competent court in Issuer or the British Virgin Islands. The Company agrees that Trustee and the prevailing party(ies) in any such action introduction of a true copy of this Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company irrevocably submits to the nonexclusive 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 it brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to based upon this Purchase Option. The Company irrevocably Agreement or the transactions contemplated hereby 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 they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and (iii) submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding 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 Cayman Islands. The Company has appointed Global Indemnity Group, Inc., as its authorized agent (the “Authorized Agent”) upon whom 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 person who controls any Underwriter, 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. The Company represents and warrants that such agent the Authorized Agent has agreed to act as its such agent for service of process, process and the 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 effect as aforesaid, unless and until a successor has been appointed as the foregoing, any action based on this Agreement may be instituted by the Holder in any competent court Authorized Agent in the British Virgin IslandsState of New York. The Company agrees that will notify the prevailing party(iesManagers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) in any and written notice of such action service to the Company shall be entitled to recover from deemed, in every respect, effective service of process upon 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 thereforCompany.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, each of the Issuer and Subsidiary Guarantors not organized under the laws of the United States of America, if any, irrevocably submits to the nonexclusive 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 Purchase OptionIndenture, the Notes 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. The Company irrevocably waivesEach of the Issuer and each such Subsidiary Guarantor, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in and each of the Issuer and each such a court Subsidiary Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated and appointed CT Corporation System (the “Authorized Agent”) (and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such successor entity) as its authorized agent upon whom process or summons to be served upon the Company may be served by transmitting a copy thereof by registered in any such suit or certified mailproceeding, return receipt requested, postage prepaid, addressed (ii) irrevocably authorized and directed the Authorized Agent to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal accept such service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees (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 suitsuit or proceeding. If the Authorized Agent ceases to exist, the Issuer and each such Subsidiary 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 Subsidiary Guarantor agrees 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 judgment or in any other lawful manner. Each of the Issuer and each such agent. The Company Subsidiary Guarantor hereby irrevocably 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 thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.09 are intended to be instituted effective upon the execution of this Indenture and the Notes without any further action by the Holder in Issuer or any competent court in Guarantor or the British Virgin Islands. The Company agrees that Trustee and the prevailing party(ies) in any such action introduction of a true copy of this Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits This Agreement shall be deemed to the nonexclusive jurisdiction of any have been executed and delivered in New York and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State or United States Federal court sitting in The City of New York over applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representatives and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Purchase Option. The Company irrevocably waivesAgreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, to New York County, or in the fullest extent permitted by lawUnited States District Court for the Southern District of New York, (b) waives any objection which they it may now have or hereafter have to the laying of venue of any such suit, action or proceeding brought proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such a court suit, action or proceeding. Each of the Representatives and the Company further agrees to accept and acknowledge service of any claim that and all process which may be served in any such suit, action or proceeding brought in such a court has been brought the Supreme Court of the State of New York, New York County, or in an inconvenient forum. Any such the United States District Court for the Southern District of New York and agrees that service of process or summons to be served upon the Company may be served mailed by transmitting a copy thereof certified mail to the Company’s address or delivered by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing Federal Express via overnight delivery shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] as its agent for every respect effective service of process upon the Company, in any such suit, action or proceeding described proceeding, and service of process upon the Representatives mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. The Company irrevocably appoints Pxxxxxx & Associates as its authorized agent (the “Authorized Agent”) in the preceding paragraph United States, 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 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of two years from the other party(iesdate of this Agreement. THE PARTIES HERETO (ON BEHALF OF THEMSELVES, THEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforHEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in The Company irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which they 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 proceeding. The Company has been brought in an inconvenient forum. Any such appointed CT Corporation as its authorized agent (the "Authorized Agent") upon whom process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts the preceding paragraph and agrees that service non-exclusive jurisdiction of process any such court in respect of any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company hereby represents and warrants that the Authorized Agent has accepted such agent appointment and has agreed to act as its said agent for service of process, and the 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. Notwithstanding Please confirm that the foregoingforegoing correctly sets forth the agreement between the Company and you. Very truly yours, any action based on this Agreement may be instituted by HALLIBURTON COMPANY BY: /s/ C. CHRISTOPHER GAUT ----------------------------------- Name: C. Christopher Gaut Title: Exxxxxxxx Xxxx Xxesident and Chief Financial Officer Accepted as of the Holder in any competent court 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 British Virgin IslandsHalliburton Company (the "Company") 3 1/8% Convertible Senior Notes due July 15, 2023 (the "Securities") are held. The Company agrees 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 prevailing party(iesCompany 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 any such action 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 be have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to recover from the other party(ies) all benefits of its reasonable attorneys’ fees 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 expenses relating be bound by those provisions of the Registration Rights Agreement applicable to such action 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 proceeding and/or incurred not being named as a selling securityholder in connection with the preparation thereforShelf Registration Statement and the related prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company Each of the Sellers hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the ADSs or any transactions contemplated hereby. The Company Each of the Sellers 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 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that any of the Sellers has acquired or hereafter 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 Seller irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. Each of the Sellers irrevocably appoints Cogency Global Inc. as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action such suit or proceeding described in the preceding paragraph arising out of or relating to this Agreement, 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 Company waives, to the fullest extent manner permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that applicable law upon such agent has agreed to act as its agent for shall be deemed in every respect effective service of processprocess in any manner permitted by applicable law upon such Seller, and as the Company case may be, in any such suit or proceeding. Each of the Sellers 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company Sellers irrevocably submits to the nonexclusive jurisdiction of agree 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waiveswaive, to the fullest extent permitted by law, any objection which they 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 submit to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding brought proceeding. To the extent that the Sellers 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 themselves or their property in respect of their obligations under this Agreement, the Sellers irrevocably waive, to the fullest extent permitted by law, such a court has been brought immunity in an inconvenient forumrespect of any such suit, action or proceeding. Any such The Company (i) irrevocably designates and appoints its principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the "COMPANY'S AUTHORIZED AGENT"), as its agent upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph first sentence of this Section 11 and represents and warrants that the Company's Authorized Agent has accepted such designation and (ii) 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 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 or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company's Authorized Agent in full force and effect so long as any of the Shares shall be outstanding. The Selling Shareholders (i) irrevocably designate and appoint the Company's principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the "SELLING SHAREHOLDERS' AUTHORIZED AGENT"), as their authorized agent upon which process may be served in any suit, action or proceeding may described in the first sentence of this Section 11 and represent and warrant that the Selling Shareholders' Authorized Agent has accepted such designation and (ii) agree that service of process upon the Selling Shareholders' Authorized Agent shall be made deemed in every respect effective service of process upon it at the office of Selling Shareholders in any such agentsuit or proceeding. The Company waivesSelling Shareholders waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees Selling Shareholders further agree 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 Selling Shareholders' Authorized Agent in full force and effect. Notwithstanding effect so long as any of 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 Shares 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 thereforoutstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company 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 nonexclusive 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 Purchase OptionIndenture, the Notes 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. The Company irrevocably waivesEach of the Issuer and each such Guarantor, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in and each of the Issuer and each such a court Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated and the Parent Guarantor (the “Authorized Agent”) (and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such successor entity) as its authorized agent upon whom process or summons to be served upon the Company may be served by transmitting a copy thereof by registered in any such suit or certified mailproceeding, return receipt requested, postage prepaid, addressed (ii) irrevocably authorized and directed the Authorized Agent to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal accept such service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees (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 suitsuit 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 Guarantor agrees 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 judgment or in any other lawful manner. Each of the Issuer and each such agent. The Company Guarantor hereby irrevocably 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 thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.09 are intended to be instituted effective upon the execution of this Indenture and the Notes without any further action by the Holder in Issuer or any competent court in Guarantor or the British Virgin Islands. The Company agrees that Trustee and the prevailing party(ies) in any such action introduction of a true copy of this Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, the Company irrevocably submits to the nonexclusive non-exclusive jurisdiction of 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 under this Agreement or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or relating to this Purchase Optionproceeding may be determined in any such court. The Company irrevocably waivesCompany, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints CT Corporation (the "AUTHORIZED AGENT"), action or proceeding brought in such a court has been brought in an inconvenient forum. Any such as its authorized agent upon whom process or summons to be served upon the Company 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 transmitting a copy thereof by registered first class mail or certified mail, return receipt requested, postage prepaid, addressed delivered to it at the address set forth in Section 8 hereof. Such mailing its Authorized Agent shall be deemed personal in every respect effective service and shall be legal and binding of process upon the Company in any action, proceeding such suit or claimproceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process a final action in any such suit, action suit or proceeding shall be conclusive and may be made upon it at enforced in other jurisdictions by suit on the office of such agent. The Company waives, to the fullest extent permitted by law, judgment or in any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effectlawful manner. Notwithstanding the foregoing, any action against the Company arising out of or based on this Agreement or the transactions contemplated hereby may also be instituted by the Holder Initial Purchaser, its officers and employees or any person who controls the Initial Purchaser within the meaning of the Securities Act in any competent court in the British Virgin Islands. The Kingdom of Sweden and the Company agrees that expressly accepts the prevailing party(ies) jurisdiction of any such court 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 thereforaction.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, the Company irrevocably submits to the nonexclusive jurisdiction of any federal or state court in the City, County and State of New York State or York, United States Federal court sitting of America, in The City of New York over any suit, action suit or proceeding based on or arising out under this Agreement (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or relating to this Purchase Optionproceeding may be determined in any such court. The Company irrevocably waives, and fully waives the defense of an inconvenient forum to the fullest extent permitted by lawmaintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints Jeffxxx Xxxx, any objection which they may now or hereafter have to Xxq., 1133 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Process Agent"), as the laying authorized agent 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. Any such process or summons to be served upon the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeffxxx Xxxx xx such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by transmitting a copy thereof by prepaid registered first class mail or certified maildelivered to the Process Agent at its principal office, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal in every respect effective service and shall be legal and binding of process upon the Company in any action, proceeding such suit or claimproceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effecteffect so long as the Company has any outstanding obligations under this Agreement. Notwithstanding To 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 extent that the prevailing party(iesCompany has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in any such action shall be entitled respect of their obligations under this Agreement, 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 thereforextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any such The Company (i) irrevocably designates and appoints its principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the "AUTHORIZED AGENT"), as its authorized agent upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effect. Notwithstanding effect so long as any of 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 Shares 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 thereforoutstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in The Company irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which they 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 suitproceeding. The Company has appointed National Registered Agents, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such Inc. as its authorized agent (the "Authorized Agent") upon whom process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts the preceding paragraph and agrees that service non-exclusive jurisdiction of process any such court in respect of any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company hereby represents and warrants that the Authorized Agent has accepted such agent appointment and has agreed to act as its said agent for service of process, and the 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. Notwithstanding Please confirm that the foregoingforegoing correctly sets forth the agreement between the Company and you. Very truly yours, any action based on this Agreement may be instituted by Schlumberger Limited By: /s/ Michel Soublin ------------------------- Name: Michel Soublin Title: Treasurer Accepted as of the Holder 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 any competent court in either the British Virgin Islands1.500% 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 agrees 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 prevailing party(iesSecurities 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") 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 has filed with the preparation thereforUnited 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. The In further consideration of the agreement of the Underwriters herein contained, the Company irrevocably submits to the nonexclusive jurisdiction of agrees and covenants 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 Purchase Option. The Company Agreement or the transactions contemplated hereby may be instituted in any New York Court, and -26- irrevocably waives, to the fullest extent permitted by law, waives any objection which they 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 and irrevocably submits to the non-exclusive jurisdiction of such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court, or in any Bermuda court. To the extent permitted by law, 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 The City of New York at 111 Eighth Avenue, New York, NY 10011, as its respective authorized agxxx (xxx "XXXXXXXXXX XXXXX") xxxx xxxch 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 Company represents and warrants that such agent the Authorized Agent has agreed to act as its said agent for service of process, process and the 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 Company's 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 the Holder any Underwriter or any Control Person 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 thereforforeign court.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company irrevocably submits to the nonexclusive 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 it brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to based upon this Purchase Option. The Company irrevocably Agreement or the transactions contemplated hereby 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 they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and (iii) submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding 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 Ireland. The Company has appointed Global Indemnity Group, Inc., as its authorized agent (the “Authorized Agent”) upon whom 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 person who controls any Underwriter, 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. The Company represents and warrants that such agent the Authorized Agent has agreed to act as its such agent for service of process, process and the 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 effect as aforesaid, unless and until a successor has been appointed as the foregoing, any action based on this Agreement may be instituted by the Holder in any competent court Authorized Agent in the British Virgin IslandsState of New York. The Company agrees that will notify the prevailing party(iesManagers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) in any and written notice of such action service to the Company shall be entitled to recover from deemed, in every respect, effective service of process upon 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 thereforCompany.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and the Selling Shareholder hereby irrevocably submits submit to the nonexclusive 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 Purchase OptionAgreement, 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. The Company and each of the Company’s Subsidiaries and the Selling Shareholder irrevocably and unconditionally waive 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 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company or the Selling Shareholder, as the case may be, irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought proceeding. The Company and the Selling Shareholder irrevocably appoint Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company 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 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 effect for a period of seven years from the other party(ies) all date of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, each of the Company and the New Guarantors irrevocably submits to the nonexclusive 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 Purchase OptionThird Supplemental Indenture, the Notes or the Additional Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Each of the Company irrevocably waivesand the Additional Guarantors, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints the Corporation Service Company (the “Authorized Agent”), action or proceeding brought in such a court has been brought in an inconvenient forum. Any such as its authorized agent upon whom process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 such suit or claimproceeding. The Company and the New Guarantors hereby irrevocably appoints [______________________] 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 New Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Company and the New 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 New Guarantors, as the case may be, in any such suit, action suit or proceeding may be made upon it at proceeding. Nothing herein shall affect the office right of such agentany person to serve process in any other manner permitted by law. The Company waivesand the New Guarantors agree that a final action in any 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 Company and the New 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 thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 6 are intended to be instituted effective upon the execution of this Third Supplemental Indenture without any further action by the Holder in any competent court in Company, the British Virgin Islands. The Company agrees that New Guarantors or the prevailing party(ies) in any such action Trustee and the introduction of a true copy of this Third Supplemental Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company and the Selling Shareholders hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time 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 Shareholders 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 claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably waivesappoints ICL North America Inc., located at 000 Xxxxxxx Xxxx, Suite 500, St. Louis, Missouri 63141, Attention: General Counsel, 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 agree 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 in any such suit or proceeding. Each of the Selling Shareholders irrevocably appoints C T Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, 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 in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon such Selling Shareholder in any such suit or proceeding. Each of the Company and the Selling Shareholders further agrees to take any and all action as may be necessary to maintain such designation and appointment of its agent in full force and effect for a period of ten years from the date of this Agreement. Each of the Company, the Selling Shareholders and the Underwriters irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have and all rights 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. Any such process or summons to be served upon the Company may be served trial by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company jury in any action, legal proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements arising out of or objections relating to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 or 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 therefortransactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and each Selling Shareholder irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering of the Shares. The Company and each Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] Jxxxx Xxxxx, 400 X. Xxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx 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. Each Selling Shareholder hereby irrevocably appoints the persons set forth below such Selling Shareholder’s name in Schedule IV hereto 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 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 Company and each Selling Shareholder represents and warrants that such agent has agreed to act as its agent for service of process, and the 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. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Holder 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 thereforNxxxxxxxxxx.

Submission to Jurisdiction; Appointment of Agent for Service. The In connection with the Indenture or the Notes or any Guarantee, if any, the Company irrevocably submits consents to the nonexclusive 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, the State of New York over any suit, action or proceeding arising out of or relating to this Purchase Option. The Company and irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought which they 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 in such a court has been brought in an inconvenient forum. Any such and (ii) agrees that service of process or summons to be served upon the Authorized Agent and written notice of said service to the Company may be served by transmitting a copy thereof by registered (mailed or certified maildelivered to its General Counsel at its executive office at Xxxxxxxxxxxxxx 00, return receipt requestedXX-0000, postage prepaidXxxxxx, addressed to it at the address set forth in Section 8 hereof. Such mailing Xxxxxxxxxxx), shall be deemed personal in every respect effective service and shall be legal and binding of process upon the Company in any actionsuch suit or proceeding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, proceeding attachment prior to judgment, attachment in aid of execution, execution or claim. The Company otherwise) with respect to itself or its property, it hereby irrevocably appoints 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. [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 ______________________] as its agent for service ________________ attorney to transfer said Note on the books of process in any suit, action or proceeding described the Company with full power of substitution in the preceding paragraph and agrees that service premises. In connection with any transfer of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Company waives, this Note occurring prior to the fullest extent permitted by lawdate 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 other requirements of general solicitation or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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.general advertising that: [CHECK ONE]

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement and the transactions contemplated hereby and thereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any such The Company (i) irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with any successor, the "AUTHORIZED AGENT"), as its authorized agent upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph first sentence of this Article 4 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 Carrier 1 International S.A., c/o Carrier1 International GmbH, at 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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. Notwithstanding If for the foregoing, any action based on this Agreement may be instituted by the Holder purposes of obtaining judgment in any competent court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures MSIL could purchase United States dollars with such other currency in The City of New York on the British Virgin Islandsbusiness day preceding that on which final judgment is given. The obligations of the Company in respect of any sum due from it to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, be discharged only if and to the extent on the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. To the extent that the prevailing party(iesCompany has or hereafter may acquire any immunity from 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, it hereby irrevocably waives such immunity in any such action shall be entitled to recover from the other party(ies) all respect of its reasonable attorneys’ fees and expenses relating obligations under the above-referenced documents, to such action or proceeding and/or incurred in connection with the preparation thereforextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. The Waiver. To the fullest extent permitted by applicable law, the Company ------- irrevocably submits to the nonexclusive non-exclusive jurisdiction of 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 under this Agreement and the Warrants, and irrevocably agrees that all claims in respect of such suit or relating to this Purchase Optionproceeding may be determined in any such court. The Company irrevocably waivesCompany, to the fullest extent permitted by applicable law, any objection which they 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 CSC, at Two World Trade Center, Suite 8746, New York, New York 10048 (the "Authorized Agent"), as its authorized agent upon whom process may be ---------------- served in any such suit, action suit or proceeding brought 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 a court service. The Company further agrees that service of process upon its Authorized Agent and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons written notice of said service to be served upon the Company may be served mailed by transmitting a copy thereof by registered first class mail or certified mail, return receipt requested, postage prepaid, addressed delivered to it at the address set forth in Section 8 hereof. Such mailing its Authorized Agent shall be deemed personal in every respect effective service and shall be legal and binding of process upon the Company in any action, 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 or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or claimin any other lawful manner. The Company hereby irrevocably appoints [______________________] 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 Company 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 thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Warrant Agreement, the Warrant Certificates or the transactions contemplated hereby. To the extent permitted by applicable law, the Holder Company and the Warrant Agent each waive any right to have a jury participate in resolving any competent court dispute, whether sounding in contract, tort, or otherwise arising out of, connected with, related to or incidental to 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 relationship established between them in connection with this Agreement. Instead, any disputes resolved in court will be resolved in a bench trial without a jury. The provisions of this Section 7.8 are intended to be effective upon the preparation thereforexecution of this Warrant Agreement and the Warrant Certificates without any further action by the Company or the Warrant Agent and the introduction of a true copy of this Warrant Agreement into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any such process or summons to be served upon To the extent that the 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 in respect of its obligations under this Agreement, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the “Company’s Authorized Agent”), as its agent upon which process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process 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 (ii) 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effect. Notwithstanding effect so long as any of 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 Shares shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees issued and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforoutstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement and the transactions contemplated hereby and thereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any such The Company (i) irrevocably designates and appoints CT Corporation System, 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, telephone number: (000) 000-0000 (together with any successor, the “Authorized Agent”), as its authorized agent upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph first sentence of this Section 17 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, 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Ordinary Shares shall be outstanding. Notwithstanding If for the foregoing, any action based on this Agreement may be instituted by the Holder purposes of obtaining judgment in any competent court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures Mxxxxxx Lxxxx could purchase United States dollars with such other currency in The City of New York on the British Virgin Islandsbusiness day preceding that on which final judgment is given. The obligations of the Company in respect of any sum due from it to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, be discharged only if and to the extent on the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. To the extent that the prevailing party(iesCompany has or hereafter may acquire any immunity from 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, it hereby irrevocably waives such immunity in any such action shall be entitled to recover from the other party(ies) all respect of its reasonable attorneys’ fees and expenses relating obligations under the above-referenced documents, to such action or proceeding and/or incurred in connection with the preparation thereforextent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any such process or summons to be served upon To the extent that the 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 in respect of its obligations under this Agreement, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company (a) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (together with any successor, the “Company’s Authorized Agent”), as its agent upon which process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 effect. Notwithstanding effect so long as any of 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 Shares shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees issued and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforoutstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company Bank irrevocably submits to the nonexclusive 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 Purchase OptionAgreement or any applicable Terms Agreement, the Prospectus, the Registration Statement, or the transactions contemplated hereby or thereby. The Company Bank irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any 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 process immunity in respect of any such suit, action or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereofproceeding. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. (b) The Company Bank hereby irrevocably appoints [______________________] Vice President, US Operations of The Bank of Nova Scotia, with offices at 000 Xxxxx Xxxxxx, New York, 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 Company Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company Bank represents and warrants that such agent has agreed to act as its the Bank’s agent for service of process, and the Company 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. 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. The In further consideration of the agreement of the Underwriters herein contained, the Company irrevocably submits to the nonexclusive jurisdiction of agrees and covenants 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 Purchase Option. The Company Agreement or the transactions contemplated hereby may be instituted in any New York Court, and irrevocably waives, to the fullest extent permitted by law, waives any objection which they 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 and irrevocably submits to the non-exclusive jurisdiction of such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court, or in any Bermuda court. To the extent permitted by law, 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 The City of New York at 111 Eighth Avenue, New York, NY 10011, as its respective authorized agxxx (xxx "XXXXXXXXXX XXXXX") xxxx xxxch 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 Company represents and warrants that such agent the Authorized Agent has agreed to act as its said agent for service of process, process and the 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 Company's 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 the Holder any Underwriter or any Control Person 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 thereforforeign court.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company Sellers irrevocably submits submit to the nonexclusive 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 Purchase OptionAgreement, the Prospectus, the Registration Statement, or the offering of the Shares. The Company Sellers irrevocably waivesappoint SMART Technologies Corporation, at its office located at 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in The City of New York (the “Authorized Agent”) 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 Sellers by the person serving the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon the Sellers in any such suit or proceeding. The Sellers 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 Sellers irrevocably waive, to the fullest extent permitted by law, any objection which they 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. Any such To the extent that the Sellers 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 or summons to be served upon its property, the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby Sellers irrevocably appoints [______________________] 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 Company waiveswaive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with such immunity in respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees to take any and all action, including the filing of any such suit, action or proceeding. Each Underwriter agrees, severally and all documents and instrumentsnot jointly, that may be necessary to continue such appointment mail or deliver to Sellers, at the respective addresses set forth in full force and effect. Notwithstanding the foregoingSection 19 hereof, 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 a copy of any such action shall be entitled to recover from process served upon the other party(ies) all of its reasonable attorneys’ fees and expenses relating to Authorized Agent by such action or proceeding and/or incurred in connection with the preparation thereforUnderwriter.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, each of the Trustee, the Agents, the Company and each Guarantor irrevocably submits to the nonexclusive 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 Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit, action suit or proceeding based on or arising out of or relating under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Trustee, the Agents, the Company and any Guarantor, to this Purchase Optionthe fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and has irrevocably designated and appointed CT Corporation System (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Each of the Trustee, the Agents, the Company, and any Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Trustee, the Agents, the Company and any Guarantor has irrevocably waivesauthorized and directed its Authorized Agent to accept such service. Each of the Trustee, the Agents, the Company and any Guarantor further agrees that service of process upon its Authorized Agent and written notice of said service to the Trustee, the Agents, the Company and any Guarantor, as the case may be, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Trustee, the Agents, the Company and any Guarantor, as the case may be, 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 Trustee, the Agents, the Company and any Guarantor agrees, to the fullest extent permitted by law, that a final action in any objection which they such suit or proceeding shall be conclusive and may now be enforced in other jurisdictions by suit on the judgment or hereafter have in any other lawful manner. Each of the Trustee, the Agents, the Company and each Guarantor hereby irrevocably waives, to the laying of venue of extent permitted by law, any such 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 brought in such a court against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 14.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Trustee, the Agents, the Company and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] 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 Company waivesGuarantor and, to the fullest extent permitted by law, any other requirements the introduction of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service a true copy of process, and the 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 Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, each of the parties hereto irrevocably submits to the nonexclusive 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 Purchase OptionIndenture and the Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waivesIssuer and each Guarantor, to the fullest extent permitted by applicable law, any objection which they 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 such suitGuarantor 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, action or proceeding brought in such a court and any claim that any such suitXxxxxxxxx, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such XX 80112, USA), as its registered agent upon whom process or summons to be served upon the Company may be served in any such suit or proceeding. This designation shall remain in place unless it is substituted by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed the Issuer with written notice to it at all parties hereto. Each of the address set forth Issuer and each Guarantor (other than any Guarantor incorporated in Section 8 hereofthe 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 mailing appointment shall be deemed personal service irrevocable unless and shall be legal and binding upon until replaced by an agent reasonably acceptable to the Company in any action, proceeding or claimTrustee. The Company hereby irrevocably appoints [______________________] as its agent for service of process in Issuer and each Guarantor (other than any suit, action or proceeding described Guarantor incorporated in the preceding paragraph and agrees 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, 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 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 Company Issuer and each Guarantor hereby irrevocably 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 thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 14.09 are intended to be instituted effective upon the execution of this Indenture and the Notes without any further action by the Holder in any competent court in Issuer or the British Virgin Islands. The Company agrees that Trustee and the prevailing party(ies) in any such action introduction of a true copy of this Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably submits to the nonexclusive 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 Purchase OptionIndenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company 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 which they such suit or proceeding shall be conclusive and may now be enforced in other jurisdictions by suit on the judgment or hereafter have in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waives, to the laying of venue of extent permitted by law, any such 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 brought in such a court and any claim that any such suitagainst it arising out of or based on this Indenture, action the Notes or proceeding brought in such a court has been brought in an inconvenient forumthe transactions contemplated hereby. Any such process or summons The provisions of this Section 12.17 are intended to be served effective upon the Company may be served execution of this Indenture and the Notes without any further action by transmitting a copy thereof by registered the Issuer or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] 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 Company waivesGuarantor and, to the fullest extent permitted by law, any other requirements the introduction of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service a true copy of process, and the 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 Indenture into evidence shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees conclusive and expenses relating final evidence as to such action or proceeding and/or incurred in connection with the preparation thereformatters.

Submission to Jurisdiction; Appointment of Agent for Service. In further consideration of the agreement of the Underwriters herein contained, the Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court in the Borough of Manhattan, The Company 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 they 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 and irrevocably submits to the non-exclusive jurisdiction of such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court or in any foreign court. To the 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 Company represents and warrants that such agent its Authorized Agent has agreed to act as its said agent for service of process, process and the 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 the Holder any Underwriter or any Control Person in any competent court in the British Virgin Islandsforeign court. The Company agrees that the prevailing party(ies) provisions of this Section 10 shall survive any termination of this Agreement, 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 whole or proceeding and/or incurred in connection with the preparation thereforpart.

Submission to Jurisdiction; Appointment of Agent for Service. The Company Guarantor irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The Company City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which they 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. To the extent that 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 in respect of its obligations under this Agreement, the 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 brought in such a court has been brought in an inconvenient forumarising out of or relating to this Agreement. Any such The Guarantor (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xx. Xxxxx, XX 00000 (together with any successor, the “Guarantor’s Authorized Agent”), as its agent upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company 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 effect. Notwithstanding effect so long as any of 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 Securities shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees issued and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforoutstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company (a)Each of parties hereto irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering. The Company Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which they 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. Any To the extent that 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, each such process party irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereofproceeding. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company Intel Capital (Cayman) Corporation hereby irrevocably appoints [______________________] The Corporation Trust Company, with offices at 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 Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, 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 Company 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 Company Each of the Sellers represents and warrants that such agent its Authorized Agent has agreed to act as its agent for service of process, and each of the Company 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. Notwithstanding Each of 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 Sellers agrees that the prevailing party(ies) in any such action service of process upon its Authorized Agent shall be entitled to recover from the other party(ies) all deemed, in every respect, effective service of its reasonable attorneys’ fees and expenses relating to process upon such action or proceeding and/or incurred in connection with the preparation thereforSeller.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, the Company irrevocably submits to the nonexclusive jurisdiction of any federal or state court the Borough of Manhattan in the City, County and State of New York State or York, United States Federal court sitting of America, in The City of New York over any suit, action suit or proceeding based on or arising out under this Agreement (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or relating to this Purchase Optionproceeding may be determined in any such court. The Company irrevocably waives, and fully waives the defense of an inconvenient forum to the fullest extent permitted by law, any objection which they may now maintenance of such suit or hereafter have to the laying of venue of proceeding. The Company agrees that final judgment 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal conclusive and binding upon the Company and may be enforced in the courts of Canada (or any actionother courts to the jurisdiction of which the Company is subject) by a suit upon such judgment, proceeding or claimprovided that service of process is effected upon the Company in the manner specified herein. The Company hereby irrevocably designates and appoints [______________________] CT Corporation System (the "Process Agent"), as its the authorized agent for service of the Company 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 suitsuit or proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action or proceeding may be made upon it at on the office part of such agentthe Company. The Company waivesrepresents to the Initial Purchasers that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that, to the fullest extent permitted by law, service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail at its address specified in Section 12 of this Agreement, 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 Initial Purchaser or Affiliated Market Maker or any person controlling such Initial Purchaser or Affiliated Market Maker or any Indemnified Holder to serve process in any other requirements of or objections to personal jurisdiction with respect theretomanner permitted by law. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, that instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effecteffect so long as the Company has any outstanding obligations under this Agreement. Notwithstanding To the foregoingextent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, any action based on attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of their obligations under this Agreement may be instituted Agreement, to the extent permitted by the Holder in any competent court in the British Virgin Islandslaw. The Company agrees that the prevailing party(ies) provisions of this Section 10 shall survive any termination of this Agreement, 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 whole or proceeding and/or incurred in connection with the preparation thereforpart.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and, if any Guarantees are issued, the Guarantor each hereby irrevocably submits submit to the nonexclusive non-exclusive jurisdiction of any New York State state or United States Federal federal court sitting in The City of New York over in any suit, action or proceeding arising out of or relating to this Purchase Optionthe Indenture, the Securities of any series or, with respect to the Guarantor, the Guarantees, and the Company and the Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. The Company and the Guarantor hereby irrevocably waiveswaive, to the fullest extent permitted by law, any objection which they may now or hereafter have effectively do so, the defense of an inconvenient forum to the laying maintenance 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claimproceeding. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, Guarantor agree 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) a final judgment in any such action or proceeding shall be entitled to recover from conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other party(ies) manner provided by law. So long as any Securities remain Outstanding, the Company, and so long as any Guarantees remain Outstanding, the Guarantor, will at all times have its principal executive office in the Borough of its reasonable attorneys’ fees and expenses relating to such Manhattan, The City of New York, or an authorized agent in the Borough of Manhattan, The City of New York, where or upon whom process may be served in any legal action or proceeding and/or incurred arising out of or relating to the Indenture, the Securities of any series or, with respect to the Guarantor, the Guarantees. Service of process upon such agent and written notice of such service mailed or delivered to the Company or the Guarantor shall to the extent permitted by law be deemed in connection with every respect effective service of process upon the preparation thereforCompany or the Guarantor, as the case may be, in any such legal action or proceeding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits This Agreement shall be deemed to the nonexclusive jurisdiction of any have been executed and delivered in New York and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State or United States Federal court sitting in The City of New York over applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Purchase Option. The Company irrevocably waivesAgreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, to New York County, or in the fullest extent permitted by lawUnited States District Court for the Southern District of New York, (b) waives any objection which they it may now have or hereafter have to the laying of venue of any such suit, action or proceeding brought proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such a court suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any claim that and all process which may be served in any such suit, action or proceeding brought in such a court has been brought the Supreme Court of the State of New York, New York County, or in an inconvenient forum. Any such the United States District Court for the Southern District of New York and agrees that service of process or summons to be served upon the Company may be served mailed by transmitting a copy thereof certified mail to the Company’s address or delivered by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing Federal Express via overnight delivery shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] as its agent for every respect effective service of process upon the Company, in any such suit, action or proceeding described proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. The Company irrevocably appoints Pxxxxxx & Associates as its authorized agent (the “Authorized Agent”) in the preceding paragraph United States, 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 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 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 effect for a period of two years from the other party(iesdate of this Agreement. THE PARTIES HERETO (ON BEHALF OF THEMSELVES, THEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforHEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the 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 Purchase OptionAgreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby irrevocably appoints [______________________] Xxxxxxxx Xxxxxx, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 Underwriter 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. The Company hereby irrevocably submits to the nonexclusive exclusive jurisdiction of any the New York State or United States Federal court sitting Courts in The City of New York over any suit, action suit or proceeding arising out of or relating to this Purchase OptionAgreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries and Consolidated Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding 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 Offered Securities, or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suit, action or proceeding brought in such a court and any claim that any such suitproceeding. The Company irrevocably appoints Agora Lab, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such Inc., with offices at 0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000, as its authorized agent upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent manner permitted by lawapplicable law upon such agent 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 other requirements of such suit or objections to personal jurisdiction with respect theretoproceeding. The Company represents and warrants that such agent has agreed to act as its the Company’s agent for service of process, and the 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 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. In further consideration of the agreement of the Placement Agents herein contained, the Company agrees and covenants as follows: The Company irrevocably submits to the nonexclusive 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 Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court in the Borough of Manhattan, The Company 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 they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in and irrevocably submits to the non-exclusive jurisdiction of 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process courts in any such suit, action or proceeding may be made upon it at the office of such agentproceeding. The Company waivesirrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, to action or proceeding against it arising out of this Agreement or the fullest transactions contemplated hereby which is instituted in any New York Court or in any foreign court. To the 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 Company represents and warrants that such agent its Authorized Agent has agreed to act as its said agent for service of process, process and the 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 the Holder any Placement Agent in any competent court in the British Virgin Islandsforeign court. The Company agrees that the prevailing party(ies) provisions of this Section 11.7 shall survive any termination of this Agreement, 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 whole or proceeding and/or incurred in connection with the preparation thereforpart.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over agrees that any suit, action or proceeding against the Company arising out of or relating to based upon this Purchase Option. Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in The Company irrevocably waivesCity of New York, to the fullest extent permitted by lawNew York, and waives any objection which they 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 proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in such a court and any claim that respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such a court has been brought shall be conclusive and binding thereupon and may be enforced in an inconvenient forum. Any such process or summons any other court in the jurisdiction to be served upon which the Company is or may be served subject by transmitting suit upon 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 WEBMD CORPORATION FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2023 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 thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it 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 meanings ascribed thereto in Section 8 hereofthe Registration Rights Agreement. Such mailing shall 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 deemed personal service required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and shall be legal 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 binding upon 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 actionevent within (i) ten business days of such receipt, proceeding file such amendments to the Shelf Registration Statement or claimsupplements 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 Company hereby irrevocably appoints [______________________] 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 Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent 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 its agent for service of process, a selling securityholder in the Shelf Registration Statement and the Company agrees related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to take any and all action, including consult their own securities law counsel regarding the filing consequences 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 being named or not being named as a selling securityholder in the British Virgin Islands. The Company agrees that Shelf Registration Statement and 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 thereforrelated prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. The In connection with the Indenture or the Notes or any Guarantee, if any, the Company irrevocably submits consents to the nonexclusive 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, the State of New York over any suit, action or proceeding arising out of or relating to this Purchase Option. The Company and irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought which they 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. Any such process or summons to be served upon 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 by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 claim. The Company hereby irrevocably appoints [______________________] 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 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 suit or proceeding. To the extent that the Company has or hereafter may be made upon acquire any immunity from 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, it at hereby irrevocably waives such immunity in respect of its obligations under the office of such agent. The Company waivesIndenture or the Notes, 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), any other requirements assign(s) and transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of or objections assignee ------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing -------------------------------------------------------------------- attorney to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service transfer said Note on the books of process, and the Company agrees to take any and all action, including the filing with full power 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 substitution in the British Virgin Islandspremises. 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 In connection with any transfer of this Note occurring prior to the preparation therefor.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]

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the nonexclusive 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 Purchase OptionAgreement, 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. The Company 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 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 court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the 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 Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue such immunity in respect of any such suitsuit or proceeding. The Company irrevocably appoints CT Corporation System, action or proceeding brought located at 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) in such a court and any claim that any such suit, action or proceeding brought the Borough of Manhattan in such a court has been brought in an inconvenient forum. Any such The City of New York upon which process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the 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 actionsuch suit or proceeding, proceeding or claim. The Company hereby irrevocably appoints [______________________] 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 upon the Company in any such suit or proceeding may be made upon it at the office of such agentproceeding. The Company waivesfurther 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. Each 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 to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the 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 this Agreement, the Deposit Agreement or proceeding and/or incurred in connection with the preparation therefortransactions contemplated hereby.