Common use of Company Assistance Clause in Contracts

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtained, (iii) all approvals required by the law of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit solely by or on behalf the Affiliate Holder of the Restricted Holders of Restricted Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, to the effect that assuming its due authorization, execution and delivery, (i) this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Designated Shares by the Affiliate Holder and the issuance and delivery of Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration under the Securities Act, and (B) its English Cayman Island counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman Islands law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Investor of the Restricted Holders of Designated Restricted Shares, the issuance of the Designated Restricted ADSsADSs to the Investor (or its designee), the delivery of Designated Restricted ADSs to the Investor (or its designee), the transfer of Designated Restricted ADSs by the Investor, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsShares, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of the Designated Restricted Shares, the issuance and delivery of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion removal of the transfer and other restrictions with respect to Designated Restricted ADSs into freely transferable in order to create unrestricted ADSs, and the withdrawal of Designated Restricted Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws, rules or administrative positions. In furtherance of the foregoing, the Company shall at the time of the execution of this Restricted ADS Letter Agreement Agreement, the Company shall cause (A) its U.S. Brazilian counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof substantially stating, inter alia, that (i) the Company has duly authorized authorized, executed and executed this Restricted ADS delivered the Letter Agreement, (ii) the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company upon its terms, (iii) none of the terms of the Letter Agreement, and none of the transactions contemplated herein violate any Brazilian law or regulation or any order, judgment or proceeding which is binding upon the Company, (iv) none of the terms of the Letter Agreement, and none of the transactions contemplated herein, conflict with any agreement to which the Company is a party, (v) the Shares being deposited are free of all approvals liens, security interests and encumbrances that have been noted in the Company's share register, and (vi) all governmental approvals, permits, consents and authorizations required by the law of England and Wales to permit the entry be obtained by the Company into this Restricted ADS in Brazil for the transactions contemplated in the Letter Agreement have been obtained, (iii) all approvals required by the law of England obtained and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement are in full force and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedeffect.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of of, and to to, the Depositary in the establishment of such the procedures referred to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSs, in Section 1 and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance establishment of the deposit of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth herein, do such procedures does not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs (other than the Intermediary or the relevant Restricted Holder) and do does not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman Islands law of England and Wales of general application. FurthermoreIn addition, at the time of deposit of the Designated Shares and the issuance of the Designated Restricted ADSs, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified an opinion to the Depositary stating that the deposit of Designated Shares by the Restricted Holders and the issuance and delivery of Designated Restricted ADSs, in each applicable Series Exhibit as may be reasonably requestedcase upon the terms contemplated herein, do not require registration of the Designated Shares under the Securities Act.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Affiliate Holders of the Restricted Holders of Restricted Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English Cayman counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman law of England and Wales of general application. FurthermoreIn addition, at the time of deposit of the Designated Shares and the issuance of Designated Restricted ADSs, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified an opinion to the Depositary stating that the deposit of Designated Shares by the Affiliate Holders and the issuance and delivery of Designated Restricted ADSs, in each applicable Series Exhibit as may be reasonably requestedcase upon the terms contemplated herein, do not require registration of the Designated Shares under the Securities Act.

Company Assistance. The Company agrees We agree to (i) provide commercially reasonable assistance upon the reasonable request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance exchange of Restricted ADSsOld WPP ADSs for Restricted ADSs and the delivery of Restricted ADRs with respect thereto to persons listed in Schedule I of Exhibit A hereto, the transfer of Restricted ADSs, the removal of the transfer and other restrictions with respect to Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Restricted Shares and the conversion upon surrender of Restricted ADSs into freely transferable ADSsfor cancellation, and (ii) take all commercially reasonable steps reasonably requested by the Depositary to ensure that the acceptance of the deposit of the Restricted Shares, the issuance exchange of Restricted Old WPP ADSs for Restricted ADSs, the transfer issuance of the Restricted ADSs, the conversion issuance and delivery of the Restricted ADRs, the transfer of the Restricted ADSs, the removal of the transfer and other restrictions with respect to Restricted ADSs into freely transferable in order to create unrestricted ADSs, and the withdrawal of Restricted SharesShares upon presentation of Restricted ADSs for cancellation, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. We shall provide the Depositary with written instructions to issue Restricted ADSs substantially in the form affixed hereto as Exhibit A (the “Restricted ADS Issuance Instructions Letter”), together with the legend(s), if any, to be affixed to the Restricted ADRs, which legend(s) shall (i) be in a form reasonably satisfactory to the Depositary and (ii) set forth the specific circumstances under which the Restricted ADRs and the Restricted ADSs evidenced thereby may be transferred or the Restricted Shares withdrawn. In furtherance of the foregoing, we shall, concurrent with the Company shall at the time of execution delivery of this Restricted ADS Letter Agreement Agreement, cause (A) its our U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, (i) this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (ii) the exchange of Restricted Old WPP ADSs for Restricted ADSs and the issuance and delivery of ADSs in accordance with this Letter Agreement and the Restricted ADS Issue Instruction Letter do not require registration under the Securities Act, and (iii) the deposit of Restricted Shares against the issuance of Restricted ADSs and the consummation of the transactions contemplated by the Deposit Agreement as supplemented by this Letter Agreement do not and will not violate the provisions of any U.S. federal statute or rule, order or regulation applicable to the transaction of which we are aware, and (B) its English our Jersey counsel to deliver an opinion to the Depositary as of in a form reasonably acceptable to the date hereof stating, inter alia, Depositary stating that (i) the Company has duly authorized and executed this Restricted ADS the Letter Agreement, (ii) all approvals required by the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company, and (iii) none of the terms of the Letter Agreement, and none of the transactions contemplated in the Restricted ADS Issuance Instructions Letter violate any Jersey law of England general application. In connection with the issuance of Restricted ADSs, we hereby instruct the Depositary, and Wales the Depositary agrees, upon the terms and subject to permit the entry by conditions set forth in this Letter Agreement, to issue and deliver Restricted ADSs only (x) in the Company into this case of initial issuance, upon receipt of (i) the Restricted ADS Letter Agreement have been obtainedIssuance Instructions Letter, (ii) the requisite number of Restricted Shares, (iii) all approvals required the opinions of counsel identified above, and (iv) subject to the terms of the Deposit Agreement as supplemented by this Letter Agreement, payment of the law applicable fees, taxes and expenses otherwise payable under the terms of England and Wales to permit the Deposit Agreement upon the deposit of Restricted Shares from time and the issuance of Restricted ADSs, (y) in the event of any corporate action of the Company which results in the issuance of Restricted ADSs to time under the Deposit Agreement Holder(s) of the Restricted ADSs and this (z) in the event of any transfer of Restricted ADSs by a Holder of Restricted ADSs in circumstances that require the issuance of Restricted ADSs to the transferee, subject, however, to receipt of the applicable opinions contemplated herein or in the Restricted ADS Issuance Instructions Letter Agreement have been obtained, and (ivor in the restrictive legend(s) affixed to the terms of this particular Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedADR.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Affiliate Holders of the Restricted Holders of Restricted Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, ADSs and the withdrawal of Restricted Designated. Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman Islands law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted SharesSale Shares by the Selling Stockholders, the issuance from time to time of Restricted ADSsthe Sale ADSs to the Purchaser(s), and, if applicable, the transfer issuance and delivery of Restricted ADSs, the withdrawal of Restricted Shares and Sale ADR(s) to the conversion of Restricted ADSs into freely transferable ADSsPurchaser(s), and (ii) take all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of Restricted Sharesthe Sale Shares by the Selling Stockholders, the issuance of Restricted ADSsthe Sale ADSs to the Purchaser(s), and, if applicable, the transfer issuance and delivery of Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and Sale ADR(s) to the withdrawal of Restricted SharesPurchaser(s), in each case upon the terms and conditions set forth hereinin the Deposit Agreement (as supplemented by this letter agreement), do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement (w) cause (A) its U.S. counsel to deliver a legal opinion satisfactory to the Depositary addressing the following points: (1) the F-3 Registration Statement has been declared effective under the Securities Act and such F-3 Registration Statement appeared on its face to be appropriately responsive in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder as interpreted by the Commission and to its knowledge, no stop order suspending the effectiveness of the F-3 Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or, with respect to any reports incorporated therein by reference, under the Exchange Act), and (2) the Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, (x) cause its Indian counsel to deliver a legal opinion to the Depositary as addressing the following points: (1) this letter agreement has been duly executed and delivered for and on behalf of the date hereof statingCompany by an officer of the Company duly elected or appointed and thereunto duly authorized and constitutes the legal, inter aliavalid and binding agreement of the Company, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New Yorkin accordance with its terms in India, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally, generally and as enforcement thereof is subject to general principles of equity equity; (regardless of whether enforcement is considered 2) all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in a proceeding India to enable the Company to enter into this letter agreement and for the Company, the Depositary, the Custodian and the Selling Stockholders to engage in equity the transactions contemplated therein; (3) neither this letter agreement nor any other document or at law), and (B) its English counsel to deliver an opinion instrument delivered by the Company to the Depositary as needs to be recorded or filed with any agency or authority under Indian law, nor does any stamp or similar tax need to be paid under Indian law to ensure the legality, validity or admissibility into evidence of the date hereof stating, inter alia, that this letter agreement; (i4) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law none of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtained, (iii) all approvals required by the law of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement letter agreement violate or conflict with, nor does the execution and delivery of this letter agreement or the consummation of the transactions contemplated therein violate or conflict with, the Articles of Association or Memorandum of Association of the Company or any agreement to which the Company is a party or by which the Company is bound; (5) none of the terms nor the transactions contemplated by this Restricted ADS Letter Agreement do not contravene letter agreement violate any law, rule, regulation, order, judgment, administrative decree or conflict with regulation of India or to which the Company is subject; and (6) all of the equity shares of the Company to be deposited in the American Depositary Receipt facility pursuant to the terms of this letter agreement have been duly authorized and validly issued and are fully paid and nonassessable, and are free of any law transfer or voting restrictions, and free of England any preemptive rights, (y) require the Selling Stockholder to complete and Wales sign the Issuance Certification and to deliver such completed and signed Issuance Certification to the Company via facsimile (followed by an original) and, (z) acknowledge receipt of general applicationthe Issuance Certification and provide the Company representations contained therein. FurthermoreFollowing the execution of the Issuance Certification by the Company, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel agrees to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedIssuance Certification simultaneously to both the Custodian via facsimile and the Depositary via facsimile (followed by an original), located at 100 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, facsimile: (000) 000-0000, Attention: Broker Services.

Company Assistance. The Company agrees We agree to (i) provide commercially reasonable assistance upon the reasonable request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted WPP Shares, the issuance of the Restricted ADSsADSs and the delivery of Restricted ADRs, the transfer of Restricted ADSs, the removal of the transfer and other restrictions with respect to Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Restricted WPP Shares and the conversion upon surrender of Restricted ADSs into freely transferable ADSsfor cancellation, and (ii) take all commercially reasonable steps reasonably requested by the Depositary to ensure that the acceptance of the deposit of the Restricted WPP Shares, the issuance of the Restricted ADSs, the issuance and delivery of the Restricted ADRs, the transfer of the Restricted ADSs, the conversion removal of the transfer and other restrictions with respect to Restricted ADSs into freely transferable in order to create unrestricted ADSs, and the withdrawal of Restricted SharesWPP Shares upon presentation of Restricted ADSs for cancellation, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. We shall provide the Depositary with written instructions to issue Restricted ADSs substantially in the form affixed hereto as Exhibit C (the “Restricted ADS Issuance Instructions Letter”), together with the legend(s), if any, to be affixed to the Restricted ADRs, which legend(s) shall (i) be in a form reasonably satisfactory to the Depositary and (ii) set forth the specific circumstances under which the Restricted ADRs and the Restricted ADSs evidenced thereby may be transferred or the Restricted Shares withdrawn. In furtherance of the foregoing, we shall, concurrent with the Company shall at the time of execution delivery of this Letter Agreement and any Restricted ADS Issuance Instructions Letter Agreement we deliver under this Letter Agreement, cause (A) its our U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, (i) this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and (ii) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), the F-4 Registration Statement has been declared effective by the Commission and to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the F-4 Registration Statement or any part thereof has been issued and no proceeding for that purpose has been instituted or is pending or contemplated by the Commission under the Securities Act or the Exchange Act, and (iv) the deposit of WPP Shares against the issuance of ADSs and the deposit of Restricted WPP Shares against the issuance of Restricted ADSs and the consummation of the transactions contemplated by the Deposit Agreement as supplemented by this Letter Agreement do not and will not violate the provisions of any U.S. federal statute or rule, order or regulation applicable to the transaction of which we are aware, and (B) its our English counsel to deliver an opinion to the Depositary as of in a form reasonably acceptable to the date hereof stating, inter alia, Depositary stating that (i) the Company has duly authorized and executed this Restricted ADS the Letter Agreement, (ii) all approvals required by the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company, and (iii) none of the terms of the Letter Agreement, and none of the transactions contemplated in the Restricted ADS Issuance Instructions Letter violate any English law of England general application. In connection with the issuance of Restricted ADSs, we hereby instruct the Depositary, and Wales the Depositary agrees, upon the terms and subject to permit the entry by conditions set forth in this Letter Agreement, to issue and deliver Restricted WPP ADSs only (x) in the Company into this case of initial issuance, upon receipt of (i) the applicable Restricted ADS Letter Agreement have been obtainedIssuance Instructions Letter, (ii) the requisite number of Restricted WPP Shares, (iii) all approvals required by the law opinions of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtainedcounsel identified above, and (iv) subject to the terms of the Deposit Agreement as supplemented by this Letter Agreement, payment of the applicable fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement upon the deposit of Restricted WPP Shares and the issuance of Restricted ADSs, (y) in the event of any corporate action of the Company which results in the issuance of Restricted ADSs to the Holder(s) of the Restricted ADSs and (z) in the event of any transfer of Restricted ADSs by a Holder of Restricted ADSs in circumstances that require the issuance of Restricted ADSs to the transferee, subject, however, to receipt of the applicable opinions contemplated herein or in any Restricted ADS Issuance Instructions Letter Agreement and or in the transactions contemplated by this restrictive legend(s) affixed to the particular Restricted ADS Letter Agreement do not contravene or conflict with any law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedADR.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Affiliate Holders of the Restricted Holders Designated Shares (by means of Restricted Sharestransfer of such Shares to the Custodian under Cayman law), the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares (by means of transfer of such Shares from the Custodian under Cayman law) and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted Sharesthe Designated Shares (by means of transfer of such Shares to the Custodian under Cayman law), the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted SharesDesignated Shares (by means of transfer of such Shares from the Custodian under Cayman law), in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, to the effect that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, constitutes a valid and legally binding and enforceable against agreement of the Company enforceable under the laws of the State of New York, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, generally and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity, and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company in accordance with its terms, (iii) all no approvals are required by law from any governmental authorities or agencies or other official bodies in the law Cayman Islands in connection with the performance by the Company of England and Wales to permit the deposit of Restricted Shares from time to time its obligations under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtainedAgreement, and (iv) the terms performance by the Company of its obligations under this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with or result in a breach of any law of England and Wales of general application. Furthermorelaw, public rule or regulation applicable to the Company shall at in the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified Cayman Islands currently in each applicable Series Exhibit as may be reasonably requestedforce.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted the Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, on or prior to the date of the first deposit of Designated Shares pursuant to a Consent and Delivery Instruction (and, solely with respect to clause (A)(ii) below, on or prior to each subsequent deposit of Designated Shares pursuant to a Consent and Delivery Instruction), the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of such specified Designated Shares by the Company, or by, for, or on behalf of, such Restricted Holders and the issuance and delivery of such Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration of such Designated Shares under the Securities Act, and (B) its English England and Wales counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedconstitutes a legal, valid and binding obligation of the Company under the laws of England and Wales enforceable against the Company upon its terms, (iii) all approvals required by the law laws of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any law laws of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The In furtherance of the Sale, the Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of such Restricted ADR, the transfer of the Restricted ADSs, ADR (and the Restricted ADSs represented thereby) and the withdrawal of the Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsShares, and (ii) take all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of the Restricted ADR, the transfer of the Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, ADR and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth hereinin the Deposit Agreement, as supplemented by this letter agreement, do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws, and (iii) cause the Purchaser, to acknowledge in writing its agreement to be bound by the terms of the Deposit Agreement, as supplemented by the terms of this letter agreement. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement (x) cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution (1) it is not necessary in connection with the issuance and delivery, this sale of the Restricted ADS Letter Agreement is valid, binding and enforceable against Shares underlying the Company Restricted ADSs under the laws of Sale to the State of New York, except as Purchaser to register such issuance and sale under the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)Securities Act, and (B2) the Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, (y) cause its English Indian counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i1) this letter agreement has been duly executed and delivered for and on behalf of the Company has by an officer of the Company duly elected or appointed and thereunto duly authorized and executed this Restricted ADS Letter Agreementconstitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms in India, except as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity; (ii2) all approvals required by requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in India to enable the law of England Company to enter into this letter agreement and Wales to permit engage in the entry transactions contemplated therein; (3) neither this letter agreement nor any other document or instrument delivered by the Company to the Depositary needs to be recorded or filed with any agency or authority under Indian law, nor does any stamp or similar tax need to be paid under Indian law to ensure the legality, validity or admissibility into evidence of this Restricted ADS Letter Agreement have been obtained, letter agreement; (iii4) all approvals required by the law none of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement letter agreement violate or conflict with, nor does the execution and delivery of this letter agreement or the consummation of the transactions contemplated therein violate or conflict with, the Articles of Association or Memorandum of Association of the Company or any agreement to which the Company is a party or by which the Company is bound; (5) none of the terms nor the transactions contemplated by this Restricted ADS Letter Agreement do not contravene letter agreement violate any law, rule, regulation, order, judgment, administrative decree or conflict with any law regulation of England and Wales of general application. Furthermore, India or to which the Company shall is subject; and (6) all of the equity shares of the Company to be deposited in the American Depositary Receipt facility pursuant to the terms of this letter agreement in connection with the Sale have been duly authorized and validly issued and are fully paid and nonassessable, and are free of any transfer or voting restrictions, and free of any preemptive rights, other than preemptive rights properly waived by the shareholders of the Company at the time Company's 2005 Extraordinary General Meeting and (z) require the Purchaser to sign a receipt substantially in the form of Exhibit B hereto (the execution “Purchaser’s Receipt”) and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedsigned Purchaser’s Receipt via facsimile (followed by an original) to the Depositary located at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, facsimile: (000) 000-0000, Attention: Axxxxx X. Xxxxxxxx.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of such Restricted ADR(s), the transfer of the Restricted ADSs, ADR(s) (and the Restricted ADSs represented thereby) and the withdrawal of the Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsShares, and (ii) take all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of the Restricted ADR(s), the transfer of Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, ADR(s) and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth hereinin the Deposit Agreement (as supplemented by this letter agreement), do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws, and (iii) cause the Purchaser to acknowledge in writing its agreement to be bound by the terms of the Deposit Agreement (as supplemented by the terms of this letter agreement). In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement (x) cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution (1) it is not necessary in connection with the issuance and delivery, this sale of the Restricted ADS Letter Agreement is valid, binding Shares underlying the Restricted ADSs to the Purchaser to register such issuance and enforceable against the Company sale under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)Securities Act, and (B2) the Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, (y) cause its English Indian counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i1) this letter agreement has been duly executed and delivered for and on behalf of the Company has by an officer of the Company duly elected or appointed and thereunto duly authorized and executed this Restricted ADS Letter Agreementconstitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms in India, except as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity; (ii2) all approvals required by requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in India to enable the law of England Company to enter into this letter agreement and Wales to permit engage in the entry transactions contemplated herein; (3) neither this letter agreement nor any other document or instrument delivered by the Company to the Depositary needs to be recorded or filed with any agency or authority under Indian law, nor does any stamp or similar tax need to be paid under Indian law to ensure the legality, validity or admissibility into evidence of this Restricted ADS Letter Agreement have been obtained, letter agreement; (iii4) all approvals required by the law none of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement letter agreement violate or conflict with, nor does the execution and delivery of this letter agreement or the consummation of the transactions contemplated therein violate or conflict with, the Articles of Association or Memorandum of Association of the Company or any agreement to which the Company is a party or by which the Company is bound; (5) none of the terms nor the transactions contemplated by this Restricted ADS Letter Agreement do not contravene letter agreement violate any law, rule, regulation, order, judgment, administrative decree or conflict with any law regulation of England and Wales of general application. Furthermore, India or to which the Company shall is subject; and (6) all of the equity shares of the Company to be deposited in the American Depositary Receipt facility pursuant to the terms of this letter agreement have been duly authorized and validly issued and are fully paid and nonassessable, and are free of any transfer or voting restrictions, and free of any preemptive rights, other than preemptive rights properly waived by the shareholders of the Company at the time Company’s December 2002 Extraordinary General Meeting, and (z) require the Purchaser to sign a receipt substantially in the form of Exhibit B hereto (the execution “Purchaser’s Receipt”) and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedsigned Purchaser’s Receipt via facsimile (followed by an original) to the Depositary located at 100 Xxxx Xxxxxx, 00xx Xxxxx / Xxxx 0, Xxx Xxxx, XX 00000, facsimile: (000) 000-0000, Attention: Sxxxx Xxxxxxx.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable in accordance with its terms against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Designated Shares by the Company, or by, for, or on behalf of, the Restricted Holders and the issuance and delivery of Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration of the Designated Shares under the Securities Act, and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the English law of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtained, (iii) all approvals required by the law of England and Wales to permit the deposit of Designated Shares held by the Restricted Shares from time to time Holders under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iviii) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any English law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Affiliate Holders of the Restricted Holders of Restricted Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, to the effect that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Designated Shares by the Affiliate Holders and the issuance and delivery of Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration under the Securities Act, and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman Islands law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance to the Depositary upon the request of and to the Depositary (in each case, within the terms and conditions of Sections 2 through 12 hereof) in the establishment of such procedures to enable the acceptance of the deposit by or the Company on behalf of Converting Bondholder(s) of the Restricted Holders of Restricted Shares, the issuance of such Restricted ADSsADSs to the Converting Bondholder(s), the delivery of such Restricted ADRs to the Converting Bondholder(s), the transfer of the Restricted ADSsADRs (and the Restricted ADSs represented thereby) by the Converting Bondholder(s), the withdrawal of the Restricted Shares and the conversion of Restricted ADSs ADRs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary (in each case, within the terms and conditions of Sections 2 through 12 hereof) to ensure that the acceptance of the deposit of the Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of the Restricted ADRs, the transfer of Restricted ADSsADRs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at (i) confirms (after consultation with its U.S. counsel) that the time deposit of execution Restricted Shares hereunder upon conversion of Restricted Bonds in accordance with the terms of the Indenture and the Agency Agreement, and the issuance of Restricted ADSs upon deposit of such Restricted Shares in accordance with the terms of this Restricted ADS Letter Agreement does not violate the Securities Act and (ii) shall cause (A) its U.S. ROC counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (ia) the Company has duly authorized authorized, executed and executed this Restricted ADS delivered the Letter Agreement, (iib) the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company upon its terms, (c) all requisite approvals required by the law of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtained, (iii) all approvals required by the obtained under ROC law of England and Wales to permit the deposit of Restricted Shares from time to time under the terms of the Deposit Agreement and this Restricted ADS Letter Agreement have been obtainedupon conversion of Bonds, and (ivd) none of the terms of this Restricted ADS Letter Agreement and or the transactions contemplated by this Restricted ADS Letter Agreement do not contravene herein violate any ROC law or conflict with regulation nor any law of England and Wales of general application. Furthermorematerial contract, order, judgment or proceeding which is binding upon the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedCompany.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit solely by or on behalf of the Restricted Holders of Restricted the Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion opinions to the Depositary (i) as of the date hereof stating, inter alia, to the effect that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) as of the date of each deposit of Designated Shares stating, inter alia, to the effect that the deposit of Designated Shares by the Company and the issuance and delivery of Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration under the Securities Act, and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, to the effect that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company in accordance with its terms, (iii) all no approvals are required by law from any governmental authorities or agencies or other official bodies in the law Cayman Islands laws in connection with the performance by the Company of England and Wales to permit the deposit of Restricted Shares from time to time its obligations under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtainedAgreement, and (iv) the terms performance by the Company of its obligations under this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with or result in a breach of any law of England and Wales of general application. Furthermorelaw, public rule or regulation applicable to the Company shall at in the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified Cayman Islands currently in each applicable Series Exhibit as may be reasonably requestedforce.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Affiliate Holders of the Restricted Holders of Restricted Designated Shares, the issuance of Designated Restricted ADSsADSs to the Pledgee (or its nominee), the transfer of Designated Restricted ADSsADSs by the Pledgee (or its nominee), the withdrawal of Restricted the Designated Shares by the Pledgee (or its nominee) and the conversion of Designated Restricted ADSs into freely transferable ADSsADSs by the Pledgee (or its nominee), and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted Sharesthe Designated Shares by the Affiliate Holders, the issuance of the Designated Restricted ADSsADSs to the Pledgee (or its nominee), the transfer of the Designated Restricted ADSsADSs by the Pledgee (or its nominee), the conversion of Designated Restricted ADSs into freely transferable ADSsADSs by the Pledgee (or its nominee), the withdrawal of Designated Shares by the Pledgee (or its nominee), and the withdrawal conversion of Designated Restricted SharesADSs into freely transferable ADSs by the Pledgee (or its nominee), in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs (other than the Pledgee or the relevant Affiliate) and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English Cayman counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman law of England and Wales of general application. FurthermoreIn addition, the Company shall at the time of deposit of the execution Designated Shares and delivery the issuance of each additional Series Exhibit heretothe Designated Restricted ADSs, the Affiliated Holder shall cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified an opinion to the Depositary stating that the deposit of Designated Shares by the Affiliate Holders and the issuance and delivery of Designated Restricted ADSs, in each applicable Series Exhibit as may be reasonably requestedcase upon the terms contemplated herein, do not require registration of the Designated Shares under the Securities Act.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Initial Share Owners of the Restricted Holders of Designated Restricted Shares, the issuance of the Designated Restricted ADSsADSs to the Initial Share Owners or their respective designees, the delivery of Designated Restricted ADRs to the Initial Share Owners, or their respective designees, the transfer of Designated Restricted ADSs by the Initial Share Owners, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsShares, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of the Designated Restricted Shares, the issuance of the Designated Restricted ADSs, the issuance and delivery of the Designated Restricted ADRs, the transfer of the Designated Restricted ADSs, the conversion removal of the transfer and other restrictions with respect to Designated Restricted ADSs into freely transferable in order to create unrestricted ADSs, and the withdrawal of Designated Restricted Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws, rules or administrative positions. In furtherance of the foregoing, the Company shall at the time of the execution of this Restricted ADS Letter Agreement Agreement, the Company shall cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorizationthe issuance and delivery of Designated Restricted ADSs to Initial Share Owners (or their designees), execution and deliveryupon the terms contemplated herein, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company does not require registration under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)Securities Act, and (B) its English Venezuelan counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized authorized, executed and executed this Restricted ADS delivered the Letter Agreement, (ii) the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company upon its terms, (iii) none of the terms of the Letter Agreement, and none of the transactions contemplated herein violate any Venezuelan law or regulation or any order, judgment or proceeding which is binding upon the Company, (iv) none of the terms of the Letter Agreement, and none of the transactions contemplated herein, conflict with any agreement to which the Company is a party, (v) the Shares being deposited are free of all approvals liens, security interests and encumbrances that have been noted in the Company's share register, and (vi) all governmental approvals, permits, consents and authorizations required by the law of England and Wales to permit the entry be obtained by the Company into this Restricted ADS in Venezuela for the transactions contemplated in the Letter Agreement have been obtained, (iii) all approvals required by the law of England obtained and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement are in full force and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedeffect.

Company Assistance. (a) The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders Share Owners of Restricted Shares, the issuance of Restricted ADSsADSs to the Share Owners or their respective listed designees, the delivery of Restricted ADRs to the Share Owners or their respective listed designees, the transfer of Restricted ADSs by the Share Owners, the removal of the transfer and other restrictions with respect to Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsShares, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted Shares, the issuance of Restricted ADSs, the issuance and delivery of Restricted ADRs, the transfer of Restricted ADSs, the conversion removal of the transfer and other restrictions with respect to Restricted ADSs into freely transferable in order to create unrestricted ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws, rules or administrative positions. In furtherance of the foregoing, the Company shall at the time of the execution of this Restricted ADS Letter Agreement and each Supplemental Letter Agreement, the Company shall cause (A) its U.S. counsel to deliver an opinion to the Depositary as stating that the deposit of the date hereof statingShares by the Share Owners and the issuance and delivery of the Restricted ADSs to the Share Owners (or their designees), inter aliain each case upon the terms contemplated herein or therein, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company do not require registration under the laws of the State of New YorkSecurities Act, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English counsel (which may be in-house counsel to the Company) to deliver an opinion to the Depositary as of the date hereof to English law stating, inter aliasubject to such customary assumptions and reservations as they shall consider necessary or appropriate, that (i) the Company has duly authorized authorised, executed and executed this Restricted ADS delivered the Letter Agreement or the Supplemental Letter Agreement, as applicable, (ii) all approvals required by the law of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedor the Supplemental Letter Agreement, as applicable is a valid and binding agreement of the Company, (iii) all approvals required the Company has the necessary corporate power and authority to exercise its rights and perform its obligations contained therein, (iv) the indemnity given by the law Company in the Letter Agreement or the Supplemental Letter Agreement, as applicable, is an enforceable obligation of England the Company and Wales (v) the agreement in the Letter Agreement or the Supplemental Letter Agreement, as applicable, to permit the deposit of Shares constituting Restricted Securities into the depositary receipts facility in order to permit the Share Owners to hold their ownership interests in such Shares from time to time under in the Deposit Agreement and this form of Restricted ADS Letter Agreement have been obtainedADSs does not, by reason of the Shares being Restricted Securities, violate any English corporate or securities laws, and (ivC) an officer of the Company to deliver a certificate stating that (i) none of the terms of this Restricted ADS Letter Agreement or the Supplemental Letter Agreement, as applicable, and none of the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or therein, conflict with any law of England and Wales of general application. Furthermore, agreement to which the Company shall at is a party, (ii) the time Shares being deposited are free of all liens, security interests and encumbrances that have been noted in the execution Company's share register, and delivery of each additional Series Exhibit hereto(iii) all governmental approvals, cause its U.S. counsel permits, consents and English counsel authorizations known by the Company to deliver such additional opinions be required to be obtained by it in England for the transactions contemplated in the Letter Agreement or the Supplemental Letter Agreement, as may be specified applicable, have been obtained and are in each applicable Series Exhibit as may be reasonably requestedfull force and effect.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Affiliate Holders of the Restricted Holders of Restricted Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Designated Shares by the Affiliate Holders and the issuance and delivery of Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration of the Designated Shares under the Securities Act, and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any Cayman Islands law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The In furtherance of the Selling Stockholder Sale, the Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of such Restricted ADR, the transfer of the Restricted ADSs, ADR (and the Restricted ADSs represented thereby) and the withdrawal of the Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsShares, and (ii) take all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of the Restricted ADR, the transfer of the Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, ADR and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth hereinin the Deposit Agreement as supplemented by this letter agreement, do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws, and (iii) cause the Purchaser, to acknowledge in writing its agreement to be bound by the terms of the Deposit Agreement as supplemented by the terms of this letter agreement. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement (x) cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution (1) it is not necessary in connection with the issuance and delivery, this sale of the Restricted ADS Letter Agreement is valid, binding and enforceable against Shares underlying the Company Restricted ADSs under the laws of Selling Stockholder Sale to the State of New York, except as Purchaser to register such issuance and sale under the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)Securities Act, and (B2) the Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, (y) cause its English Indian counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i1) this letter agreement has been duly executed and delivered for and on behalf of the Company has by an officer of the Company duly elected or appointed and thereunto duly authorized and executed this Restricted ADS Letter Agreementconstitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms in India, except as may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity; (ii2) all approvals required by requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in India to enable the law of England Company to enter into this letter agreement and Wales to permit engage in the entry transactions contemplated therein; (3) neither this letter agreement nor any other document or instrument delivered by the Company to the Depositary needs to be recorded or filed with any agency or authority under Indian law, nor does any stamp or similar tax need to be paid under Indian law to ensure the legality, validity or admissibility into evidence of this Restricted ADS Letter Agreement have been obtained, letter agreement; (iii4) all approvals required by the law none of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement letter agreement violate or conflict with, nor does the execution and delivery of this letter agreement or the consummation of the transactions contemplated therein violate or conflict with, the Articles of Association or Memorandum of Association of the Company or any agreement to which the Company is a party or by which the Company is bound; (5) none of the terms nor the transactions contemplated by this Restricted ADS Letter Agreement do not contravene letter agreement violate any law, rule, regulation, order, judgment, administrative decree or conflict with any law regulation of England and Wales of general application. Furthermore, India or to which the Company shall at the time is subject; and (6) all of the execution equity shares of the Company to be deposited in the American Depositary Receipt facility pursuant to the terms of this letter agreement in connection with the Selling Stockholder Sale have been duly authorized and delivery validly issued and are fully paid and nonassessable, and are free of each additional Series Exhibit heretoany transfer or voting restrictions, cause its U.S. counsel and English counsel free of any preemptive rights, other than preemptive rights properly waived by the shareholders of the Company and (z) require the Purchaser to sign a receipt substantially in the form of Exhibits B hereto (the “Purchaser’s Receipt”) and to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedsigned Purchaser’s Receipt via facsimile (followed by an original) to the Depositary located at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, facsimile: (000) 000-0000, Attention: Axxxxx X. Xxxxxxxx.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of of, and to to, the Depositary in the establishment of such the procedures referred to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Sharesin Sections 1, the issuance of Restricted ADSs3, the transfer of Restricted ADSs4, the withdrawal of Restricted Shares 5, 6, 8 and the conversion of Restricted ADSs into freely transferable ADSs, 9 hereof and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance establishment of the deposit of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth herein, do such procedures does not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs (other than the Intermediary or the relevant Restricted Holder) and do does not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, to the effect that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman Islands law of England and Wales of general application. FurthermoreIn addition, at the time of deposit of the Designated Shares and the issuance of the Designated Restricted ADSs, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified an opinion to the Depositary stating to the effect that the deposit of Designated Shares by the Restricted Holders and the issuance and delivery of Designated Restricted ADSs, in each applicable Series Exhibit as may be reasonably requestedcase upon the terms contemplated herein, do not require registration of the Designated Shares under the Securities Act.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf the Affiliate Holders of the Restricted Holders of Restricted Designated Shares, the issuance of Designated Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of Restricted the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Designated Shares by the Affiliate Holders and the issuance and delivery of Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration of the Designated Shares under the Securities Act, and (B) its English Cayman counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman law of England and Wales to permit the deposit of Restricted Designated Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not and will not contravene or conflict with any Cayman law of England and Wales of general application. Furthermore, the Company shall at the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requested.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders Shares upon Conversion of Restricted Sharesthe Notes, the issuance of the ADSs or Conversion Restricted ADSs, as applicable, and the transfer delivery of such ADSs or Conversion Restricted ADSs, the withdrawal as applicable, (ii) credit cash in lieu of Restricted Shares and the conversion of Restricted ADSs into freely transferable any fractional ADSs, and (iiiii) take take, and cause, instruct or direct others to take, all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Shares or Conversion Restricted Shares, as applicable, upon Conversion of the Notes, the issuance of the corresponding ADSs or Conversion Restricted ADSs, as applicable, the transfer delivery of such ADSs or Conversion Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSsas applicable, and the withdrawal credit cash in lieu of Restricted Sharesany fractional ADSs, in each case upon the terms and conditions set forth hereinin the Deposit Agreement and this Letter Agreement, do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the offer and sale of the Notes in accordance with the terms of the Underwriting Agreement, the deposit of Shares or Conversion Restricted Shares, as applicable, by the Company on behalf of Converting Holders of Notes and the issuance and delivery of ADSs or Conversion Restricted ADSs, as applicable, in each case from time to time and upon the terms contemplated herein, have been duly registered under the Securities Act or are otherwise exempt from the registration requirements set forth under the Securities Act or such other terms acceptable to the Depositary, and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands applicable law of England and Wales to permit the deposit of Shares or Conversion Restricted Shares from time to time Shares, as applicable, under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene and will violate the Memorandum or conflict with any law Articles of England and Wales Association of general application. Furthermore, the Company shall at nor any applicable law, regulation, order or decree in the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedCayman Islands.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders Shares upon Conversion of Restricted Sharesthe Notes, the issuance of the ADSs or Conversion Restricted ADSs, as applicable, and the transfer delivery of such ADSs or Conversion Restricted ADSs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsas applicable, and (ii) take all take, and cause, instruct or direct others to take, commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Shares or Conversion Restricted Shares, as applicable, upon Conversion of the Notes, the issuance of the corresponding ADSs or Conversion Restricted ADSs, as applicable, and the transfer delivery of such ADSs or Conversion Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Sharesas applicable, in each case upon the terms and conditions set forth hereinin the Deposit Agreement and this Letter Agreement, do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall (A) at the time of execution of this Restricted ADS Letter Agreement Agreement, cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)) and (ii) the offer and sale of the Notes in accordance with the terms of the Purchase Agreement has been duly registered under the Securities Act or is otherwise exempt from the registration requirements set forth under the Securities Act or such other terms acceptable to the Depositary, (B) from time to time, upon Conversion of the Notes and upon the offer and sale of the Notes in accordance with the terms of the Purchase Agreement, cause its U.S. counsel to deliver an opinion to the Depositary as of the date of each such Conversion stating, inter alia, that the deposit of Shares or Conversion Restricted Shares, as applicable, by the Company on behalf of Converting Noteholders and the issuance and delivery of ADSs or Conversion Restricted ADSs, as applicable, in each case from time to time and upon the terms contemplated herein, have been duly registered under the Securities Act or are otherwise exempt from the registration requirements set forth under the Securities Act or such other terms acceptable to the Depositary, and (BC) at the time of execution of this Letter Agreement , cause its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands applicable law of England and Wales to permit the deposit of Shares or Conversion Restricted Shares from time to time Shares, as applicable, under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene or conflict with any law and will violate the Articles of England and Wales Association of general application. Furthermore, the Company shall at nor any applicable law, regulation, order or decree in the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedCayman Islands.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders Shares upon Conversion of Restricted Sharesthe Notes, the issuance of the ADSs or Conversion Restricted ADSs, as applicable, and the transfer delivery of such ADSs or Conversion Restricted ADSs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSsas applicable, and (ii) take take, and cause, instruct or direct others to take, all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Shares or Conversion Restricted Shares, as applicable, upon Conversion of the Notes, the issuance of the corresponding ADSs or Conversion Restricted ADSs, as applicable, and the transfer delivery of such ADSs or Conversion Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Sharesas applicable, in each case upon the terms and conditions set forth hereinin the Deposit Agreement and this Letter Agreement, do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement and upon closing of the offer and sale of the Notes in accordance with the terms of the Purchase Agreement, cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (ii) the offer and sale of the Notes in accordance with the terms of the Purchase Agreement has been duly registered under the Securities Act or is otherwise exempt from the registration requirements set forth under the Securities Act or such other terms acceptable to the Depositary, and (iii) from time to time, upon Conversion of the Notes, the deposit of Shares or Conversion Restricted Shares, as applicable, by the Company on behalf of Converting Noteholders of Notes and the issuance and delivery of ADSs or Conversion Restricted ADSs, as applicable, in each case from time to time and upon the terms contemplated herein, have been duly registered under the Securities Act or are otherwise exempt from the registration requirements set forth under the Securities Act or such other terms acceptable to the Depositary and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands applicable law of England and Wales to permit the deposit of Shares or Conversion Restricted Shares from time to time Shares, as applicable, under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene and will violate the Memorandum or conflict with any law Articles of England and Wales Association of general application. Furthermore, the Company shall at nor any applicable law, regulation, order or decree in the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedCayman Islands.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of the Restricted ADSs, the issuance and delivery of the Restricted ADR(s), the transfer of the Restricted ADSsADR(s) and the Restricted ADSs evidenced thereby, the withdrawal of the Restricted Shares and the conversion exchange of Restricted ADSs into freely transferable for Sale ADSs, and (ii) take all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of the Restricted Shares, the issuance of Restricted ADSs, the issuance and delivery of the Restricted ADR(s), the transfer of Restricted ADSsADR(s) and the Restricted ADSs evidenced thereby, the conversion exchange of Restricted ADSs into freely transferable for Sale ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth hereinin the Deposit Agreement, as supplemented by this letter agreement, do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws, and (iii) cause each of the Selling Stockholders to make the representations and acknowledgments contemplated herein. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement (x) cause (A) its U.S. counsel to deliver a legal opinion satisfactory to the Depositary addressing the following points: (1) the F-3 Registration Statement has been declared effective under the Securities Act and such F-3 Registration Statement appeared on its face to be appropriately responsive in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder as interpreted by the Commission, and, to its knowledge, no stop order suspending the effectiveness of the F-3 Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or, with respect to any reports incorporated therein by reference, under the Exchange Act), and (2) the Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, (y) cause its Indian counsel to deliver an opinion to the Depositary as addressing the following points, that (1) this letter agreement has been duly executed and delivered for and on behalf of the date hereof statingCompany by an officer of the Company duly elected or appointed and thereunto duly authorized and constitutes the legal, inter aliavalid and binding agreement of the Company, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New Yorkin accordance with its terms in India, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally, generally and as enforcement thereof is subject to general principles of equity equity, (regardless of whether enforcement is considered 2) all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in a proceeding India to enable the Company to enter into this letter agreement and for the Company, the Depositary and the Selling Stockholder to engage in equity the transactions contemplated herein, (3) neither this letter agreement nor any other document or at law), and (B) its English counsel to deliver an opinion instrument delivered by the Company to the Depositary as needs to be recorded or filed with any agency or authority under Indian law, nor does any stamp or similar tax need to be paid under Indian law to ensure the legality, validity, enforceability or admissibility into evidence of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreementletter agreement, (ii4) all approvals required by the law none of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtained, (iii) all approvals required by the law of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement letter agreement violate or conflict with, nor does the execution and delivery of this letter agreement or the consummation of the transactions contemplated therein violate or conflict with, the Articles of Association or Memorandum of Association of the Company or any agreement to which the Company is a party or by which the Company is bound, (5) none of the terms nor the transactions contemplated by this Restricted ADS Letter Agreement do not contravene letter agreement violate any law, rule, regulation, order, judgment, administrative decree or conflict with any law regulation of England and Wales of general application. Furthermore, India or to which the Company shall is otherwise subject, and (6) all of the Shares to be deposited in the American Depositary Receipt facility pursuant to the terms of this letter agreement have been duly authorized and validly issued and are fully paid and nonassessable, and are free of any transfer or voting restrictions, and free of any preemptive rights (other than preemptive rights properly waived by the shareholders of the Company), and (z) require (i) each of the Selling Stockholders to sign a deposit certification substantially in the form of Exhibit B hereto (the “Deposit Certification”) via facsimile (followed by an original) to the Depositary located at 100 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, facsimile: (000) 000-0000, Attention: Broker Services, (ii) in the event a Selling Stockholder wishes to surrender the Restricted ADR(s) evidencing the Restricted ADSs to the Depositary for cancellation of such Restricted ADSs and receipt of the corresponding number of Restricted Shares, each such Selling Stockholder to complete and sign a withdrawal certification substantially in the form of Exhibit C hereto (the “Withdrawal Certification”) and to deliver such Withdrawal Certification, accompanied by the Restricted ADR(s) evidencing the Restricted ADSs being surrendered, to the Depositary at the time of address, and in the execution manner, set forth on Exhibit C hereto, and (iii) in the event the Selling Stockholder wishes to deliver the Restricted ADR(s) evidencing the Restricted ADSs to the Depositary for the issuance and delivery of Sale ADSs pursuant to the terms of the Sale as contemplated by the F-3 Registration Statement, each additional Series such Selling Stockholder to complete and sign an issuance certification substantially in the form of Exhibit hereto, cause its U.S. counsel D hereto (the “Issuance Certification”) and English counsel to deliver such additional opinions as may be specified Issuance Certification, accompanied by the Restricted ADR(s) evidencing the Restricted ADSs being surrendered in each applicable Series connection with the issuance and delivery of Sale ADSs, to the Depositary at the address, and in the manner, set forth on Exhibit as may be reasonably requestedD hereto.

Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Borrow Shares, the issuance of Restricted the Borrow ADSs, the transfer of Restricted ADSs, the withdrawal of Restricted Shares and the conversion delivery of Restricted such Borrow ADSs into freely transferable ADSsto the Borrow Account, and (ii) take take, and cause, instruct or direct others to take, all commercially reasonable steps requested by necessary and satisfactory to the Depositary to ensure that the acceptance of the deposit of Restricted the Borrow Shares, the issuance of Restricted the corresponding Borrow ADSs, the transfer delivery of Restricted ADSs, such Borrow ADSs to the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted SharesBorrow Account, in each case upon the terms and conditions set forth hereinin the Deposit Agreement and this Letter Agreement, do not materially prejudice any substantial existing the rights of Holders or and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause instruct (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the offer and sale of the Borrow Shares in the form of Borrow ADSs in accordance with the terms of the Underwriting Agreement, the deposit of Borrow Shares by the Company and the issuance and delivery of Borrow ADSs on behalf of the Company to the Borrower, in each case from time to time and upon the terms contemplated herein, have been duly registered under the Securities Act, do not and will not contravene or conflict with any U.S. law of general application, the Lending Agreement or the Underwriting Agreement, or such other terms as the Depositary may otherwise accept, and (B) its English Cayman Islands counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law this Letter Agreement constitutes a legal, valid and binding obligation of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtainedunder Cayman Islands law enforceable against the Company upon its terms, (iii) all approvals required by the Cayman Islands law of England and Wales to permit the deposit of Restricted Borrow Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement do not contravene and will not violate the Memorandum or conflict with any law Articles of England and Wales Association of general application. Furthermore, the Company shall at nor any applicable law, regulation, order or decree in the time of the execution and delivery of each additional Series Exhibit hereto, cause its U.S. counsel and English counsel to deliver such additional opinions as may be specified in each applicable Series Exhibit as may be reasonably requestedCayman Islands.