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

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 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 non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, Statement or the offering of the Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 AgreementShares. 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. 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. 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 rights action, including the filing of any and all documents and instruments, that may be necessary to trial continue such appointment in full force and effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by jury the Underwriters in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebycompetent court in The Netherlands.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 a the New York CourtCourts, 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 appoints [ ] Law Debenture Corporate Services, Inc. as their its respective 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 shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company 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 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 Each of the Company hereby and the Guarantors irrevocably submits submit to the non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusMemorandum, the ProspectusFinal Memorandum, the Registration Statement, Indenture or the offering of the Shares or any transactions contemplated herebySecurities. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering Each of the Shares or any transactions contemplated hereby in a New York Court, Company and the Guarantors 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Guarantors irrevocably waive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the Company and the Guarantors hereby irrevocably 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. Each of the Company and the Guarantors waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Company and the Guarantors represent and warrant that such Authorized Agent has agreed to act as the Company’s and the Guarantor’s agent for service of process for the Company, and the Company agrees to take any and all rights action, including the filing of any and all documents and instruments, that may be necessary to trial by jury continue such appointment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby CBM Holdings, an Ontario limited partnership and a Selling Stockholder, irrevocably submits to the non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, or the offering of the Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 forumthereby. The Company irrevocably appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 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. 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 immunity in respect of any such suit, action or proceeding. 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. CBM Holdings waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. CBM Holdings represents and warrants that such agent has agreed to act as CBM Holdings’ agent for service of process, and CBM Holdings agrees to take any and all rights action, including the filing of any and all documents and instruments, that may be necessary to trial by jury continue such appointment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably agrees that any legal suit, action or proceeding brought by any Placement Agent or by any person who controls any Placement Agent arising out of or relating to this Agreement and the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) any such court in any suit such suit, action 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 herebyproceeding. The Company (i) irrevocably designates and unconditionally waives appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 (together with any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementsuccessor, 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 appoints [ ] "Authorized Agent") as their its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any suit, action or proceeding described in Section 11 of the Placement Agreement and represents and warrants that the Authorized Agent has accepted such suit or proceeding, designation and agree (ii) agrees that service of process in any manner permitted by applicable law upon such agent the Authorized Agent and written notice of said service to the Company (mailed or delivered to Carrier1 International S.A. c/o Carrier1 International GmbH, Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx, Attention: General Counsel), shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit or proceeding. The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent the Authorized Agent in full force and effect for a period so long as any of seven years from the date of this Agreement. The Company irrevocably waivesUnits, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of Notes or relating to this Agreement or the transactions contemplated herebyWarrants shall be outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company hereby Bank irrevocably submits to the non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement or any applicable Terms Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, or the offering of the Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 forumthereby. The Company irrevocably appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 Bank irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Bank hereby irrevocably appoints 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 Bank waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent has agreed to act as the Bank’s agent for service of process, and the Bank agrees to take any and all rights action, including the filing of any and all documents and instruments, that may be necessary to trial by jury continue such appointment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts court sitting in the Borough borough of Manhattan in Manhattan, The City of New York (each, each a “New York Court”) in over any suit suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusIndenture, the ProspectusSecurities, the Registration Statement, Rights Agreement or the offering of the Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 AgreementSecurities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the 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, such immunity in respect of any such suit, action or proceeding. The Company hereby irrevocably appoints CT Corporation, with offices at 000 Xxxxxx Xxx., 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 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 the Company’s agent for service of process, and the Company agrees to take any and all rights action, including the filing of any and all documents and instruments, that may be necessary to trial by jury continue such appointment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive nonexclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachYork, a “New York Court”) in Borough of Manhattan, over any suit suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of Sale Preliminary Prospectus and the Shares Prospectus or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 AgreementSecurities. The Company irrevocably waives, to the fullest extent permitted by law, any objection 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 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 rights action, including the filing of any and all documents and instruments, that may be necessary to trial continue such appointment in full force and effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by jury the Underwriter in any legal proceeding arising out 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 or its reasonable attorneys’ fees and expenses relating to this Agreement such action or proceeding and/or incurred in connection with the transactions contemplated herebypreparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. The Company Each of the Sellers hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 Agreement 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 Shares Agreement or any transactions contemplated hereby in a the New York CourtCourts, 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 To the extent that any of the Sellers 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 Seller irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the Sellers irrevocably appoints [ [Law Debenture Corporate Services Inc.] as their 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 agree 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 in any manner permitted by applicable law upon such Sellers, as the Company case may be, in any such suit or proceeding. The Company Each of the Sellers 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 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 non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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. 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 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 appoints [ ] [·], located at [·], Attention: [·], as their 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 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 in any manner permitted by applicable law upon the Company 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 ten years from the date of this Agreement. The Each of the Company and the Underwriters irrevocably waiveswaive, 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 non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 herebyOF PROCESS; JURY TRIAL WAIVER. The Company irrevocably and unconditionally waives any objection to has (i) appointed Cogency Global Inc., located on 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 date of the Shares or any transactions contemplated hereby in a New York CourtDeposit Agreement at 100 Xxxx 00xx Xxxxxx, 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 appoints [ ] 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as their the Company's authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any suit or proceeding (including any arbitration proceeding) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceedingproceeding may be instituted, and agree (iii) agrees that service of process in any manner permitted by applicable law upon such said authorized 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 agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action action, including the filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of seven years from the date process upon it and consents that any such service of this Agreement. The Company irrevocably waivesprocess may be made by certified or registered mail, return receipt requested, directed to the fullest extent permitted by lawCompany at its address last specified for notices hereunder, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or service so made shall be deemed completed five days after the transactions contemplated herebysame shall have been so mailed.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Initial Purchaser or by any person who controls such Initial Purchaser arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and (iii) submits to the non-exclusive jurisdiction of the U.S. Federal and state such courts in the Borough of Manhattan in The City of New York (eachany such suit, a “New York Court”) in any suit action 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 herebyproceeding. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementhas appointed Law Debenture Corporate Services Inc., the Time of Sale Prospectus000 Xxxxxxx Xxxxxx, the Prospectus0xx Xxxxx, the Registration StatementXxx Xxxx, the offering of the Shares or any transactions contemplated hereby in a New York CourtXxx Xxxx 00000, 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 appoints [ ] as their its authorized agent in (the Borough of Manhattan in The City of New York “Authorized Agent”) upon which whom process may be served in any such suit action arising out of or proceedingbased on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by the Initial Purchaser or by any person who controls any of the Initial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and agree waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process in any manner 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 in any such suit or proceeding. The Company further and agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period as aforesaid. Service of seven years from process upon the date Authorized Agent and written notice of this Agreement. The Company irrevocably waives, such service to the fullest extent permitted by lawCompany shall be deemed, any and all rights to trial by jury in any legal proceeding arising out every respect, effective service of or relating to this Agreement or process upon the transactions contemplated herebyCompany.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company and the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 Agreement or any transactions contemplated hereby. The Company Each of the Company, the Selling Shareholders and each of the Company’s Subsidiaries and Affiliated Entities 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 Agreement or any transactions contemplated hereby in a the New York CourtCourts, 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 Each of the Company and the Selling Shareholders irrevocably appoints [ ] Cogency Global Inc. as their respective 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 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 in any manner permitted by applicable law upon the Company and each such Selling Shareholder, as the case may be, in any such suit or proceeding. The 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 such agent in full force and effect for a period of seven years from the date of this Agreement. The Company 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 non-exclusive nonexclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action 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. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 AgreementPurchase 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 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 rights action, including the filing of any and all documents and instruments, that may be necessary to trial continue such appointment in full force and effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by jury the Holder in any legal proceeding arising out 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 or its reasonable attorneys’ fees and expenses relating to this Agreement such action or proceeding and/or incurred in connection with the transactions contemplated herebypreparation therefore.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably Each party hereto submits to the non-exclusive jurisdiction of the U.S. Federal competent courts of the State of New York and state the courts of the United States of America, in the Borough of Manhattan each case located in The City of New York (eachYork, a “New York Court”) in over any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally Each party hereto waives any objection that it may have to the laying of venue of any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in a the courts of the State of New York Courtor the courts of the United States of America, and irrevocably and unconditionally waives in each case located in The City of New York, New York, or that such suit, action or proceeding brought 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, was brought in an inconvenient court and agrees not to plead or claim in the same. In furtherance of the foregoing, the Company hereby irrevocably designates and appoints CT Corporation, 111 Eighth Avenue, New York, New York 10011, as the agent of the Compxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxxxxht against the Company with respect to any such court that any such suit suit, action or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints [ ] as their authorized agent in the Borough of Manhattan in The City of New York upon which process may York, New York, such service being hereby acknowledged by the Company to be served effective and binding service in every respect. Copies of any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent so served shall also be deemed in every respect effective service of process in any manner permitted by applicable law upon given to the Company in accordance with Section 13 hereof, but the failure of the Company to receive such copies shall not affect in any way the service of such suit process as aforesaid. If for any reason CT Corporation shall resign or proceeding. The otherwise cease to act as such agent, the Company further hereby irrevocably agrees to take any promptly designate and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for appoint a period of seven years from the date of this Agreement. The Company 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 herebynew agent.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, Statement or the offering of the Shares or any transactions contemplated herebyShares. The Company Sellers irrevocably and unconditionally waives waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit such suit, action 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 brought in such a court and 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 suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Company Each of the Sellers hereby irrevocably appoints [ ] CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as their authorized its agent for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree 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 in any manner permitted by applicable law upon the Company in any such suit suit, action or proceeding. The Company further agrees to take any and all action as proceeding may be necessary to maintain such designation and appointment made upon it at the office of such agent in full force and effect for a period agent. Each of seven years from the date of this Agreement. The Company irrevocably Sellers waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers represents and warrants that such agent has agreed to act as its agent for service of process, and each of the Sellers agrees to take any and all rights action, including the filing of any and all documents and instruments, that may be necessary to trial by jury continue such appointment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 American Depositary Shares or any transactions contemplated hereby. The Each of the Company and the Company’s Subsidiaries and Affiliated Entity 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 Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in a the New York CourtCourts, 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 appoints [ ] Law Debenture Corporate Services Inc. as their its respective 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 shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company 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 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 and each of the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 American Depositary Shares or any transactions contemplated hereby. The Company Each of the Company, the Selling Shareholders and each of the Company’s Subsidiaries and Affiliated Entity 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 Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in a the New York CourtCourts, 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 Each of the Company and the Selling Shareholders irrevocably appoints [ [●] as their its respective 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 shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company and such Selling Shareholder, as the case may be, in any such suit or proceeding. The 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 such agent in full force and effect for a period of seven years from the date of this Agreement. The Company 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 Each of the Company hereby and each Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, Statement or the offering of the Shares or any transactions contemplated herebyShares. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering Each of the Shares or any transactions contemplated hereby in a New York Court, Company 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 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. Each of the Company and each Selling Shareholder hereby irrevocably appoints CT Corporation System, with offices at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agree that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. Each of the Company and each Selling Shareholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Company and each Selling Shareholder represents and warrants that such agent has agreed to act as its agent for service of process, and each of the Company and each Selling Shareholder agrees to take any and all rights action, including the filing of any and all documents and instruments, that may be necessary to trial by jury continue such appointment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive nonexclusive jurisdiction of the U.S. any New York State or United States Federal and state courts in the Borough of Manhattan court sitting in The City of New York (eachYork, a “New York Court”) in Borough of Manhattan, over any suit suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of Sale Preliminary Prospectus and the Shares Prospectus or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 AgreementSecurities. The Company irrevocably waives, to the fullest extent permitted by law, any objection 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 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 rights action, including the filing of any and all documents and instruments, that may be necessary to trial continue such appointment in full force and effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by jury the Underwriters in any legal proceeding arising out 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 or its reasonable attorneys’ fees and expenses relating to this Agreement such action or proceeding and/or incurred in connection with the transactions contemplated herebypreparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) Courts in 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 Agreement or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries and Consolidated Affiliated Entities irrevocably and unconditionally waives 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 Shares Offered Securities, or any transactions contemplated hereby in a the New York CourtCourts, and irrevocably and unconditionally waives waive and agrees 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 [ [C T Corporation System] as their 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 in any manner permitted by applicable law upon the Company 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 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, such immunity in respect of any and all rights to trial by jury in any legal proceeding arising out of such suits, action or relating to this Agreement or the transactions contemplated herebyproceeding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably agrees that any legal suit, action or proceeding brought by any Placement Agent or by any person who controls any Placement Agent arising out of or relating to this Agreement and the transactions contemplated thereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) any such court in any suit such suit, action 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 herebyproceeding. The Company (i) irrevocably designates and unconditionally waives appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 (together with any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementsuccessor, the Time of Sale Prospectus"AUTHORIZED AGENT"), 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 appoints [ ] as their its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any suit, action or proceeding described in Section 11 of the Placement Agreement and represents and warrants that the Authorized Agent has accepted such suit or proceeding, designation and agree (ii) agrees that service of process in any manner permitted by applicable law upon such agent the Authorized Agent and written notice of said service to the Company (mailed or delivered to Carrier1 International S.A., c/o Carrier1 International GmbH, at Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx, Attention: General Counsel), 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 further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent the Authorized Agent in full force and effect for a period so long as any of seven years from the date of this Agreement. The Company irrevocably waivesUnits, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of Notes or relating to this Agreement or the transactions contemplated herebyWarrants shall be outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 Agreement or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares Agreement or any transactions contemplated hereby in a the New York CourtCourts, 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, such immunity in respect of any such suit, action or proceeding. The Company irrevocably appoints [ ] Cogency Global Inc. as their 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 agree 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 in any manner permitted by applicable law upon the Company 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 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 Seller hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 Shares ADSs or any transactions contemplated hereby. The Company Each Seller 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 Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Shares ADSs or any transactions contemplated hereby in a the New York CourtCourts, 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 Each Seller irrevocably appoints [ ] CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, the United States of America, as their 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 agree 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 in any manner permitted by applicable law upon the Company and the Selling Shareholders in any such suit or proceeding. The Company Each Seller 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 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 non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 Agreement or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares Agreement or any transactions contemplated hereby in a the New York CourtCourts, 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, such immunity in respect of any such suit, action or proceeding. The Company irrevocably appoints [ ] Law Debenture Corporate Services Inc. as their 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 agree 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 in any manner permitted by applicable law upon the Company 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 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 Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the U.S. any New York State or United States Federal and state courts court sitting in the Borough borough of Manhattan in Manhattan, The City of New York (eacheach a "NEW YORK COURT") over any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusIndenture, the ProspectusSecurities, the Deposit Agreement, the Registration Statement, Rights Agreement or the offering of the Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their 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 in any manner permitted by applicable law upon the Company 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 AgreementSecurities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the 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, such immunity in respect of any such suit, action or proceeding. The Company hereby irrevocably appoints CT Corporation, with offices at 000 Xxxxxx Xxx., 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 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 the Company's agent for service of process, and the Company agrees to take any and all rights action, including the filing of any and all documents and instruments, that may be necessary to trial by jury continue such appointment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits submit to the non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in 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 American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waives 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 American Depositary Shares or any transactions contemplated hereby in a the New York CourtCourts, and irrevocably and unconditionally waives waive and agrees 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 [ ] Law Debenture Corporate Services Inc. as their respective 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 shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company Company, 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 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 non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, Agreement or 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 Subsidiaries and Affiliated Entities irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in a the New York CourtCourts, 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 appoints [ [•] as their its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of [New York 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 in any manner permitted by applicable law upon the Company 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 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 Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Initial Purchaser or by any person who controls such Initial Purchaser arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and (iii) submits to the non-exclusive jurisdiction of the U.S. Federal and state such courts in the Borough of Manhattan in The City of New York (eachany such suit, a “New York Court”) in any suit action 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 herebyproceeding. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementhas appointed Law Debenture Corporate Services Inc., the Time of Sale Prospectus000 Xxxxxxx Xxxxxx, the Prospectus0xx Xxxxx, the Registration StatementXxx Xxxx, the offering of the Shares or any transactions contemplated hereby in a New York CourtXxx Xxxx 00000, 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 appoints [ ] as their its authorized agent in (the Borough of Manhattan in The City of New York “Authorized Agent”) upon which whom process may be served in any such suit action arising out of or proceedingbased on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by the Initial Purchasers or by any person who controls any of the Initial Purchasers, expressly consents to the jurisdiction of any such court in respect of any such action, and agree waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process in any manner 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 in any such suit or proceeding. The Company further and agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period as aforesaid. Service of seven years from process upon the date Authorized Agent and written notice of this Agreement. The Company irrevocably waives, such service to the fullest extent permitted by lawCompany shall be deemed, any and all rights to trial by jury in any legal proceeding arising out every respect, effective service of or relating to this Agreement or process upon the transactions contemplated herebyCompany.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company and the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusDeposit Agreement, the General Disclosure Package, the Final Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any the transactions contemplated hereby. The Each of the Company and 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 ProspectusDeposit Agreement, the General Disclosure Package, the Final Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any the transactions contemplated hereby in a Federal and state courts in the Borough of Manhattan in the City of 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 the Selling Shareholders irrevocably appoints [ ] appoint Law Debenture Corporate Services Inc., as their respective 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 in any manner permitted by applicable law upon the Company and each such Selling Shareholder in any such suit or proceeding. The 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 such agent in full force and effect for a period of seven years from the date of this Agreement. The Company 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 non-exclusive jurisdiction of the U.S. Federal federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusDisclosure Package, the Prospectus, the Registration Statement, or the offering of the Shares Securities or any transactions contemplated hereby. The Each of the Company and each of its subsidiaries and consolidated variable interest entities 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 ProspectusDisclosure Package, the Prospectus, the Registration Statement, or the offering of the Shares Securities or any transactions contemplated hereby in a the New York CourtCourts, 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 and unconditionally waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably appoints [ ] Cogency Global Inc. as their its respective 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 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 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 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. of Process. The Company hereby (i) irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal designates and state courts appoints CT ---------- Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the Borough of Manhattan in The City State of New York (eachYork, a “New York Court”) as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company irrevocably (ii) consents and unconditionally waives any objection submits to the laying of venue jurisdiction of any suit state or proceeding arising out federal court in the State 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 which any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints [ ] as their authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceedinginstituted, and agree (iii) agrees that service of process in any manner permitted by applicable law upon such said authorized 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 agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action action, including the filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of seven years from the date process upon it and consents that any such service of this Agreement. The Company irrevocably waivesprocess may be made by certified or registered mail, return receipt requested, directed to the fullest extent permitted by lawCompany at its address last specified for notices hereunder, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or service so made shall be deemed completed five (5) days after the transactions contemplated herebysame shall have been so mailed.

Submission to Jurisdiction; Appointment of Agent for Service. of Process. The Company hereby (i) irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal designates and state courts appoints CT ---------- Corporation System, in the Borough United States of Manhattan in The City of New York (eachAmerica, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, as the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the 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 appoints [ ] as their Company's authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any suit or proceeding (including, but not limited to, any arbitral proceeding as contemplated by Section 7.06 of this Deposit Agreement) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any court in which any such suit or proceedingproceeding may be instituted, and agree (iii) agrees that service of process in any manner permitted by applicable law upon such said authorized 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 agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action action, including the filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of seven years from the date process upon it and consents that any such service of this Agreement. The Company irrevocably waivesprocess may be made by certified or registered mail, return receipt requested, directed to the fullest extent permitted by lawCompany at its address last specified for notices hereunder, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or service so made shall be deemed completed five (5) days after the transactions contemplated herebysame shall have been so mailed.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal competent courts of the State of New York and state the courts of the United States of America, in the Borough of Manhattan each case located in The City of New York (eachYork, a “New York Court”) in over any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated herebyhereby or the Securities. The Company irrevocably and unconditionally waives any objection that it may have to the laying of venue of any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby or the Securities in a the courts of the State of New York Courtor the courts of the United States of America, and irrevocably and unconditionally waives in each case located in The City of New York, New York, or that such suit, action or proceeding brought 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, was brought in an inconvenient court and agrees not to plead or claim in 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 court that any such suit suit, action or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints [ ] as their authorized agent in the Borough of Manhattan in The City of New York upon which York, New York, such service being hereby acknowledged by the Company to be effective and binding service in every respect. Copies of any such process may so served shall also be served given to the Company in accordance with Section 10 hereof, but the failure of the Company to receive such copies shall not affect in any such suit or proceeding, and agree that way the service of such process as aforesaid. On the Issue Date, the Company shall furnish to Bear, Xxxxxxx & Co. Inc. a consent of CT Corporation agreeing to act hereunder. If for any reason CT Corporation shall resign or otherwise cease to act as such agent, the Company hereby irrevocably agrees to (i) promptly designate and appoint a new agent reasonably acceptable to Bear, Xxxxxxx & Co. Inc. to serve in any manner permitted by applicable law upon such capacity and, in such event, such new agent shall be deemed to be substituted for CT Corporation for all purposes hereof and (ii) promptly deliver to Bear, Xxxxxxx & Co. Inc. the written consent (in every respect effective service form and substance reasonably satisfactory to Bear, Xxxxxxx & Co. Inc.) of process such new agent agreeing to serve in any manner permitted by applicable law upon such capacity. Please confirm that the foregoing correctly sets forth the agreement among the Company in any such suit or proceedingand you. The Company further agrees to take any Very truly yours, Willbros Group, Inc. By: /s/ Xxxxxx X. Xxxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President,Chief Financial Officer and all action Treasurer Accepted 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 Agreementhereof: BEAR, XXXXXXX & CO. The Company irrevocably waivesINC. CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. BY: Bear, 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.Xxxxxxx & Co. Inc. By: /s/ Xxxxxxx Parish --------------------------- Name: Xxxxxxx Parish Title: Senior Managing Director